Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan pursuant to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Basic Limitation. Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. TheSubject to [Section 5.b]) below, the maximum aggregate number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date,Plan shall not exceed 3,916,2674,659,286 Shares, which is the sum of # 550,000 Shares (reflecting 916,267approved at the Company’s 2020 annual meeting of stockholders, plus # 1,000,000 Shares that remained available for grant underapproved at the Plan asCompany’s 2021 annual meeting of stockholders, plus an increase# 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 totalPredecessor Plan’s Available Reserve, plus # the number of shares that may be issued under the Amended and Restated 2020are Predecessor Plan of 3,000,000 shares), less # anyReturning Shares, as such shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]from time to time (the “Absolute Share Limit”). Notwithstanding the foregoing, theThe number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,4,000,000 Shares plus, to the extent allowable under Section 422 of the Code,Code and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan pursuant to [Section 5(b)]5.b]). The limitations of this [Section 5(a)]5.a]) shall be subject to adjustment pursuant to [Section 12]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 which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Shares. Subject to adjustment as provided in [Section 4.2], the number of Shares offeredwhich may be issued under this Plan shall not exceed Three Million Five Hundred Thousand (3,500,000) Shares. Shares issued and sold under the Plan shallmay be either authorized but unissued Shares or treasury Shares. The aggregate numberShares held in the Company’s treasury. To the extent that any Award involving the issuance of Shares authorizedis forfeited, cancelled, returned to the Company for issuance as Awards under the Plan, asfailure to satisfy vesting requirements or other conditions of the Restatement Effective Date, shall not exceed 3,916,267Award, or is otherwise terminated without an issuance of Shares (reflecting 916,267being made thereunder, the Shares that remained available for grant undercovered thereby will no longer be counted against the Plan as of plus an increase to the total number of shares thatforegoing maximum Share limitations and may again be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that weremade subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuanceAwards under the Plan pursuant to [Section 5(b)].such limitations. Any Awards or portions of Awards that are settled in cash and not in Shares shall not be counted against the foregoing maximum Share limitations. The limitationsnumber of this [Section 5(a)] shall beShares subject to Awards granted under the Plan to any single Participant shall not exceed, in the aggregate, 500,000 Shares per year (subject to adjustment pursuant toas provided in [Section 12]4.2]). The number of Shares that are subject to Awards outstanding at any timeStock Options and Stock Appreciation Rights granted under the Plan to any single Participant shall not exceedexceed, in the number ofaggregate, 500,000 Shares which then remain available for issuance underper fiscal year (subject to adjustment as provided in [Section 4.2]). These per-Participant limits shall be construed and applied consistently with Code Section 162(m) and the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.regulations thereunder.
Number of Shares offered underAuthorized and Available for Awards. Subject to adjustment as provided in [Section 4.4] of the Plan shall be authorized but unissued Shares or treasury Shares. The aggregatePlan, the maximum number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus, to the extent allowable under Section 422 of the Code, any Shares that become available for issuance under the Plan pursuant to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed15,700,000 plus the number of Shares which then remainsubject 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 Plan. The Company shall at all times reserve and keepPrior Plans that are not subject to outstanding awards under the Prior Plans will no longer be available sufficient Shares to satisfyfor issuance under the requirements of the Plan.Prior Plans.
Overall Number of Shares offered underAvailable for Delivery. Subject to adjustment in a manner consistent with any adjustment made pursuant to [Section 9], the Plan shall be authorized but unissued Shares or treasury Shares. The aggregatetotal number of Shares authorizedshares of Stock reserved and available for issuance asdelivery in connection with Awards under thethis Plan, as ofsince the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as9,458,031 shares. No shares of plus an increase to the total number of shares thatStock may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, the number of Shares that may be delivered in the aggregate pursuant to the exerciserespect of ISOs granted under this Plan unless the Plan shall not exceed 500,000 Shares plus, toCompany’s shareholders approve the extent allowable under Section 422issuance of the Code, any Shares that become available for issuance under the Plan pursuant to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuanceISOs under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.
Maximum Shares offered under the Plan shall be authorized but unissued Shares or treasury Shares. The aggregate number of Shares authorized for issuanceAvailable. Subject to [Section 4(b)] and to adjustment as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as describedprovided in subsection # of this [Section 5]). Notwithstanding the foregoing,11(a)], the number of Shares that may be delivered in the aggregate pursuant to the exercisesubject of ISOs grantedAwards and issued under the Plan shall not exceed 500,000 Shares plus, tobe 60,000,000. After the extent allowable under Section 422effective date of the Code, anyPlan, no additional awards may be granted under the Prior Plan. Shares that become available for issuanceissued under the Plan pursuant to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceedmay come from authorized and unissued shares or treasury shares. In determining the number of Shares which then remain available for issuance underto be counted against this share reserve in connection with any Award, the Plan. The Companyfollowing rules shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.apply:
Shares offeredAvailable. Subject to adjustment as provided in [Section 4(B)], the aggregate number of Shares reserved and available for issuance pursuant to Awards granted under the Plan shall be authorized but unissued Shares or treasury Shares.1,500,000. The aggregate number of Shares authorized for issuance as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of plus an increase to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as described in subsection # of this [Section 5]). Notwithstanding the foregoing, themaximum number of Shares that may be delivered in the aggregate pursuant to theissued upon exercise of ISOsIncentive Stock Options granted under the Plan shall not exceed be 1,500,000 Shares plus, to000. From and after the extent allowableEffective Date, no further awards shall be granted under Section 422 of the Code,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 that become availablecovered by an Award granted under this Plan, or to which such an Award relates, are forfeited, or if such an Award is settled for issuance undercash or otherwise terminates, expires unexercised, or is canceled without the Plan pursuantdelivery of Shares, then the Shares covered by such Award, or to [Section 5(b)]. The limitations of this [Section 5(a)] shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceedwhich such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares with respect to which then remainAwards 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 issuanceAwards 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. The CompanyIn addition, # the full number of Shares subject to an Option shall at all times reserve and keepcount against the number of Shares remaining available sufficientfor Awards under the Plan, even if the exercise price of an Option is satisfied through net-settlement or by delivering Shares to satisfy the requirementsCompany (by either actual delivery or attestation), and # the full number of Shares subject to a Stock Appreciation Right shall count against the Plan.number of Shares remaining available for Awards under the Plan (rather than the net number of Shares actually delivered upon exercise).
Subject to adjustment as Awards under the Plan, as of the Restatement Effective Date, shall not exceed 3,916,267 Shares (reflecting 916,267 Shares that remained available for grant under the Plan as of plus an increaseprovided in [Section 4.4], and subject to the total number of shares that may be issued under the Amended and Restated 2020 Plan of 3,000,000 shares), less # any shares that were subject to an award granted under the 2020 Plan after and prior to the Restatement Effective Date, plus # any shares that may subsequently become available for issuance under the Amended and Restated 2020 Plan as describedlimit set forth in subsection # of this [Section 5]). Notwithstanding the foregoing,4.1(a)] on the number of Shares that may be deliveredissued in the aggregate pursuant to the exercise of ISOs granted under the Plan shall not exceed 500,000 Shares plus,Plan, and in order to comply with the extent allowable underrequirements of Section 422 of the Code, anyCode and the regulations thereunder, the maximum number of Shares that become available for issuance under the Plan pursuant to [Section 5(b)]. The limitationsAwards in the form of this [Section 5(a)]ISOs, from and after , shall be subject to adjustment pursuant to [Section 12]. The number of Shares that are subject to Awards outstanding at any time under the Plan shall not exceed the number of Shares which then remain available for issuance under the Plan. The Company shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.7,657,405 Shares.
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