Common use of Number of Shares Available for Grants Clause in Contracts

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3 herein, the maximum number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 14,000,000, provided that: (i) Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to that are potentially deliverable under an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited under the Plan that is canceled, forfeited, settled in cash, expires or such Award is otherwise terminates terminated without payment or delivery of such SharesShares shall not be counted as having been delivered under the Plan. (ii) Shares that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled in cash, causing the Shares subject to such Award, be returned to the extent of any such forfeiture or terminationCompany, shall again not be available for grant counted as having been delivered under the Plan. For avoidance If Shares are returned to the Company in satisfaction of doubttaxes relating to Restricted Stock, however, if any Shares subject to an Award granted hereunder are withheld in connection with a cash out of Restricted Stock (but excluding upon forfeiture of Restricted Stock) or applied as payment in connection with the exercise tendering of Shares by a Participant in satisfaction of the Exercise Price or taxes relating to an Award or the withholding or payment of taxes related thereto (“Returned Shares”)Award, such Returned issued Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not become available again be treated as available for grant under the Plan. Moreover, Each SAR issued under the Plan will be counted as one share issued under the Plan without regard to the number of Shares available for issuance under issued to the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the Participant upon exercise of any Options granted hereunder. Upon settlement of an such SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, be authorized and but unissued Shares, treasury Shares or treasury SharesShares purchased on the open market. (b) Subject to adjustment as provided in Section 4.3 herein, including all Shares repurchased by available under the Company Plan may be delivered in connection with “full value Awards,” meaning Awards other than Options, SARs, or Other Awards for which the Participant pays the grant date intrinsic value. (c) Notwithstanding the foregoing, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that are subject to an Award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum aggregate number of Shares hereby reserved which may be delivered under the Plan shall not exceed 3,000,000 Shares (the “Available Shares”). For purposes of this Section 4.1(a), (i) each Share underlying an Option or SAR shall reduce the number of Shares remaining available for delivery under the Plan (the “Remaining Available Shares”) by one (1) Share (provided, that an SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall be 2,600,00 not reduce the number of Remaining Available Shares. Up to a maximum of 2,600,00 Shares may be ); and (ii) each Share delivered pursuant to an Award or Substitute Award (other than Shares delivered pursuant to an Award that reduced the exercise number of Incentive Stock Options granted hereunderRemaining Available Shares pursuant to clause (i) of this sentence) shall reduce the Remaining Available Shares by 1 Share. If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered Remaining Available Shares for purposes of the Plan; provided, that with respect to the forfeiture or termination of all or a portion of an Award other than an Option or SAR, the number of Remaining Available Shares shall be increased by 1 Share for each Share under such Award which is forfeited or terminated. For the avoidance of doubt, Xxxxxx used to satisfy tax withholding obligations shall not again be considered Remaining Available Shares. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Sharesis settled in cash, the Shares subject to such Award, Award that are not delivered shall again be considered Remaining Available Shares for purposes of the Plan to the extent of any such forfeiture or termination, shall again be available for grant under (and in the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with amount) that the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Remaining Available Shares available was previously reduced as a result of the grant of such Award. (b) The Committee shall from time to time determine the appropriate methodology for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, calculating the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having have been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. (c) The maximum number of shares of Common Stock that may be issued under the Plan in this Section 4.1 shall not be affected by (i) the cash payment of dividends or Dividend Equivalents in connection with outstanding Awards; or (ii) any Shares required to satisfy Substitute Awards.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be: (a) 1,500,000 Shares, plus (b) an annual increase to be 2,600,00 added as of the first day of the Company’s fiscal year, beginning in 2020 and occurring each year thereafter through 2029, equal to four percent (4%) of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company's immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion); provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) shall not exceed a total of 4,900,000 Shares. Up to a maximum of 2,600,00 4.9 million Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery issuance under the Plan (including Incentive Share Options) shall be 2,600,00 2,415,293 Shares. Up to a maximum of 2,600,00 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. . (b) If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the PlanPlan except where otherwise specified hereunder. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. . (c) Shares delivered issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depositary Shares.

Number of Shares Available for Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3, the maximum total number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 four million seven hundred thousand (4,700,000) Shares. Up If (a) any Shares are subject to a maximum of 2,600,00 Shares may be delivered pursuant an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised, or are subject to the exercise of Incentive any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder under the Plan which are forfeited, or (other than a Substitute b) any Award granted pursuant to Section 5.6(b)) are forfeited based on Shares is settled for cash, expires or such Award otherwise terminates without payment or delivery the issuance of such Shares, the Shares subject to any such AwardAward shall, to the extent of any such expiration, termination, cancellation, forfeiture or terminationcash settlement, shall again be available for grant delivery in connection with future Awards under the Plan. For avoidance of doubt; provided, however, if any that all Shares subject covered by a SAR, to an Award granted hereunder the extent that it is exercised, and whether or not Shares are withheld or applied as payment in connection with actually issued to the Participant upon exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”)SAR, such Returned Shares will be treated as having been delivered for purposes of determining shall reduce the maximum total number of Shares available for grant under the Plan and shall not again be treated as available for grant delivery under the Plan. MoreoverAny Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, that the total number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be the number of Shares available for issuance under set forth in the Plan may not be increased through the Company’s purchase first sentence of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARthis Section 4.1, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR that is exercised will be treated as having been delivered for purposes foregoing provisions of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Planthis sentence.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery issuance under the Plan (including Incentive Share Options) shall be 2,600,00 five million (5,000,000) Shares. Up to a maximum of 2,600,00 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. . (b) If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the PlanPlan except where otherwise specified hereunder. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. . (c) Shares delivered issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depositary Shares.

Number of Shares Available for Grants. The Shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued Shares (which will not be subject to preemptive rights) or previously issued Shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3, the maximum total number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 Shares that may be delivered pursuant to Awards under the exercise Plan as of Incentive the Effective Date shall be 3,360,000 (the “Share Reserve”). Any Shares that are subject to an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, and any Shares that are subject to any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) under the Plan which are forfeited or such Award otherwise terminates without payment or delivery of such Sharesforfeited, the Shares subject to such Awardshall, to the extent of any such forfeiture or expiration, termination, shall again cancellation or forfeiture, be available for grant delivery in connection with future Awards under the Plan. For avoidance However, notwithstanding any other provisions of doubtthis Section 4.1 to the contrary, however, if any (i) Shares subject withheld or tendered to pay the exercise price or withholding taxes with respect to an outstanding Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as made available for grant issuance pursuant to Awards under the Plan, and (ii) the payment of cash dividends or Dividend Equivalents in cash in connection with Awards shall not reduce the Share Reserve. MoreoverAny Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, that the total number of Shares available for issuance that may be delivered pursuant to Incentive Stock Options granted under the Plan may not shall be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARequal to 3,360,000 Shares, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR foregoing provisions of this sentence. Notwithstanding the foregoing, Shares issued pursuant to Restricted Stock Units that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant were awarded to replace any non-vested phantom stock awards under the Xxxxxx Xxxxxxx Corporation and Subsidiaries Phantom Stock Plan and shall not again be treated as count towards the available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the PlanShare Reserve.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be: (a) 6,200,000 Shares, plus (b) an annual increase to be 2,600,00 added as of the first day of the Company’s fiscal year, beginning in 2019 and occurring each year thereafter through 2028, equal to the 4% of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company’s immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion); provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) shall not exceed a total of 45,000,000 Shares. Up to a maximum of 2,600,00 40,000,000 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum aggregate number of Shares hereby reserved which may be delivered under the Plan shall not exceed 2,925,000 Shares (the “Available Shares”). For purposes of this Section 4.1(a), (i) each Share underlying an Option or SAR shall reduce the number of Shares remaining available for delivery under the Plan (the “Remaining Available Shares”) by one (1) Share (provided, that an SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall be 2,600,00 not reduce the number of Remaining Available Shares. Up to a maximum of 2,600,00 Shares may be ); and (ii) each Share delivered pursuant to an Award or Substitute Award (other than Shares delivered pursuant to an Award that reduced the exercise number of Incentive Stock Options granted hereunderRemaining Available Shares pursuant to clause (i) of this sentence) shall reduce the Remaining Available Shares by 1 Share. If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered Remaining Available Shares for purposes of the Plan; provided, that with respect to the forfeiture or termination of all or a portion of an Award other than an Option or SAR, the number of Remaining Available Shares shall be increased by 1 Share for each Share under such Award which is forfeited or terminated. For the avoidance of doubt, Xxxxxx used to satisfy tax withholding obligations shall not again be considered Remaining Available Shares. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Sharesis settled in cash, the Shares subject to such Award, Award that are not delivered shall again be considered Remaining Available Shares for purposes of the Plan to the extent of any such forfeiture or termination, shall again be available for grant under (and in the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with amount) that the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Remaining Available Shares available was previously reduced as a result of the grant of such Award. (b) The Committee shall from time to time determine the appropriate methodology for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, calculating the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having have been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. (c) The maximum number of shares of Common Stock that may be issued under the Plan in this Section 4.1 shall not be affected by (i) the cash payment of dividends or Dividend Equivalents in connection with outstanding Awards; or (ii) any Shares required to satisfy Substitute Awards.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be: (a) 6,200,000 Shares, plus (b) an annual increase to be 2,600,00 added as of the first day of the Company’s fiscal year, beginning in 2019 and occurring each year thereafter through 2028, equal to the 4% of the total number of Shares of Common Stock issued and outstanding on a fully-diluted basis as of the end of the Company's immediately preceding fiscal year (or such lesser number of shares, including no shares, determined by the Board in its sole discretion); provided, however, that the aggregate number of additional Shares available for issuance pursuant to this paragraph (b) shall not exceed a total of 45,000,000 Shares. Up to a maximum of 2,600,00 40,000,000 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3 herein, the maximum number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 5,500,000, and further provided that: (i) Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to that are potentially deliverable under an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited under the Plan that is canceled, forfeited, settled in cash, expires or such Award is otherwise terminates terminated without payment or delivery of such SharesShares shall not be counted as having been delivered under the Plan. (ii) Shares that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled in cash, causing the Shares subject to such Award, be returned to the extent of any such forfeiture or terminationCompany, shall again not be available for grant counted as having been delivered under the Plan. For avoidance If Shares are returned to the Company in satisfaction of doubttaxes relating to Restricted Stock, however, if any Shares subject to an Award granted hereunder are withheld in connection with a cash out of Restricted Stock (but excluding upon forfeiture of Restricted Stock) or applied as payment in connection with the exercise tendering of Shares by a Participant in satisfaction of the Exercise Price or taxes relating to an Award or the withholding or payment of taxes related thereto (“Returned Shares”)Award, such Returned issued Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not become available again be treated as available for grant under the Plan. Moreover, Each SAR issued under the Plan will be counted as one share issued under the Plan without regard to the number of Shares available for issuance under issued to the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the Participant upon exercise of any Options granted hereunder. Upon settlement of an such SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, be authorized and but unissued Shares, treasury Shares or treasury SharesShares purchased on the open market. (b) Subject to adjustment as provided in Section 4.3 herein, including 5,500,000 Shares repurchased by may be delivered in connection with “full value Awards,” meaning Awards other than Options, SARs, or Other Awards for which the Company Participant pays the grant date intrinsic value. (c) Notwithstanding the foregoing, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that are subject to an Award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under the Plan.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 hereof, the number of Shares that may be delivered to Participants under this Plan shall be 864,215 total Shares, which is comprised of 274,215 Shares (the number of Shares that were available for issuance under the Plan prior to the Effective Date) and except as provided 590,000 Shares (the number of Shares newly authorized by the stockholders upon their approval of the Plan). Following the Effective Date, no further Shares shall be made subject to awards under any Prior Plan. (a) The aggregate Awards granted during any calendar year to any single Participant shall not exceed (i) 500,000 shares subject to Options or SARs, (ii) 300,000 shares subject to Awards denominated in Shares (whether or not Share-settled), or (iii) $5,000,000 for Awards denominated in cash. The individual limitations set forth in this Section 5.6(b4.1(a) shall be cumulative; that is, to the extent that Shares or cash for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in that fiscal year (such shortfall, the “Shortfall Amount”), the maximum number of Shares hereby reserved (or amount of cash, as the case may be) available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until the earlier of the time the Shortfall Amount has been granted to the Participant, or the end of the third fiscal year following the year to which such Shortfall Amount relates (determined on a “first-in-first-out” basis). (b) Any Shares covered by an Award (or portion of an Award) granted under this Plan that are forfeited back to the Company because of the failure to meet an Award contingency or condition shall again be available for delivery pursuant to new Awards granted under this Plan. Subject to Section 4.1(c), to the Plan shall be 2,600,00 Shares. Up extent any Shares covered by an Award are not delivered to a maximum of 2,600,00 Participant because the Award is forfeited or canceled, or the Shares may be are not delivered pursuant to because the exercise of Incentive Stock Options granted hereunder. If Award is settled in cash (in whole or in part), or after the Effective Date, any Shares subject to an Award granted hereunder (other than award under a Substitute Award granted pursuant to Section 5.6(b)) Prior Plan are forfeited or canceled, an award under a Prior Plan is settled for cash (in whole or in part) such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant Awards under the Plan. (c) Any Shares that a Participant (either actually, by attestation or otherwise) tenders to pay all or any part of the Option Price or purchase price of an Award or any Shares deliverable with respect to any Award are retained by the Company in satisfaction of the Participant’s obligation for taxes shall not be available again for Awards under the Plan. For avoidance of doubtIn addition, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection repurchased by the Company on the open market with the proceeds of the exercise or strike price of an Option or Stock Appreciation Right will not become available for Awards under the Plan. Any Shares covered by a Stock Appreciation Right, to the extent that it is exercised and settled in Shares, and whether or not Shares are actually issued to the Participant upon exercise of an Award the Stock Appreciation Right, are deemed issued and not available again for Awards under the Plan. (d) Shares delivered under this Plan in settlement, assumption or substitution of outstanding awards (or obligations to grant future awards) under the withholding plans or payment arrangements of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining another entity shall not reduce the maximum number of Shares available for grant delivery under this Plan, to the Plan and shall not again be treated extent that such settlement, assumption or substitution is as available for grant a result of the Company or any Subsidiary acquiring another entity (or an interest in another entity). (e) Shares that are delivered to Participants under the Plan. Moreover, the number of Shares available for issuance under the this Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury reacquired Shares, including . The Committee shall determine the appropriate methodology for calculating the number of Shares repurchased by the Company for purposes of the issued pursuant to this Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3 herein, the maximum number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 1,930,269 Shares. Up to a maximum of 2,600,00 ; provided that: (i) Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to that are potentially deliverable under an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited under the Plan that is canceled, forfeited, settled in cash, expires or such Award is otherwise terminates terminated without payment or delivery of such SharesShares shall not be counted as having been delivered under the Plan. (ii) Shares that have been issued in connection with an Award of Restricted Stock that is canceled or forfeited prior to vesting or settled in cash, causing the Shares subject to such Award, be returned to the extent of any such forfeiture or terminationCompany, shall again not be available for grant counted as having been delivered under the Plan. For avoidance If Shares are returned to the Company in satisfaction of doubttaxes relating to Restricted Stock, however, if any Shares subject to an Award granted hereunder are withheld in connection with a cash out of Restricted Stock (but excluding upon forfeiture of Restricted Stock) or applied as payment in connection with the exercise tendering of Shares by a Participant in satisfaction of the Exercise Price or taxes relating to an Award or the withholding or payment of taxes related thereto (“Returned Shares”)Award, such Returned issued Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not become available again be treated as available for grant under the Plan. Moreover, Each SAR issued under the Plan will be counted as one share issued under the Plan without regard to the number of Shares available for issuance under issued to the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the Participant upon exercise of any Options granted hereunder. Upon settlement of an such SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, be authorized and but unissued Shares, treasury Shares or treasury SharesShares purchased on the open market. (b) Subject to adjustment as provided in Section 4.3 herein, including 965,134 Shares repurchased by may be delivered in connection with “full value Awards,” meaning Awards other than Options, SARs, or Other Awards for which the Company Participant pays the grant date intrinsic value. (c) Notwithstanding the foregoing, for purposes of determining the number of Shares available for grant as Incentive Stock Options, only Shares that are subject to an Award that expires or is cancelled, forfeited or settled in cash shall be treated as not having been issued under the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery issuance under the Plan (including Incentive Share Options) shall be 2,600,00 Shares. Up equal to a maximum fifteen percent (15%) of 2,600,00 the aggregate number of Shares may be delivered pursuant to issued and outstanding immediately following the exercise consummation of Incentive Stock Options granted hereunder. the Company’s initial registered public offering. (b) If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the PlanPlan except where otherwise specified hereunder. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. . (c) Shares delivered issued pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan. Additionally, at the discretion of the Committee, any Shares distributed pursuant to an Award may be represented by American Depositary Shares.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 hereof, the number of Shares that may be delivered to Participants under this Plan shall equal 1,182,270, less one (1) Share for every Share that was subject to an Award granted after March 31, 2017 under a Prior Plan. (a) The aggregate Awards granted during any calendar year to any single Participant shall not exceed (i) 500,000 shares subject to Options or SARs, (ii) 300,000 shares subject to Awards denominated in Shares (whether or not Share-settled) and except as provided intended to qualify for the Performance-Based Exception, or (iii) $5,000,000 for Awards denominated in cash and intended to qualify for the Performance-Based Exception. The individual limitations set forth in this Section 5.6(b4.1(a) shall be cumulative; that is, to the extent that Shares or cash for which Awards are permitted to be granted to a Participant during a fiscal year are not covered by an Award to such Participant in that fiscal year (such shortfall, the “Shortfall Amount”), the maximum number of Shares hereby reserved (or amount of cash, as the case may be) available for Awards to such Participant shall automatically increase in the subsequent fiscal years during the term of the Plan until the earlier of the time the Shortfall Amount has been granted to the Participant, or the end of the third fiscal year following the year to which such Shortfall Amount relates (determined on a “first-in-first-out” basis). (b) Any Shares covered by an Award (or portion of an Award) granted under this Plan that are forfeited back to the Company because of the failure to meet an Award contingency or condition shall again be available for delivery pursuant to new Awards granted under this Plan. Subject to Section 4.1(c), to the Plan shall be 2,600,00 Shares. Up extent any Shares covered by an Award are not delivered to a maximum of 2,600,00 Participant because the Award is forfeited or canceled, or the Shares may be are not delivered pursuant to because the exercise of Incentive Stock Options granted hereunder. If Award is settled in cash (in whole or in part), or after March 31, 2017, any Shares subject to an Award granted hereunder (other than award under a Substitute Award granted pursuant to Section 5.6(b)) Prior Plan are forfeited or canceled, an award under a Prior Plan is settled for cash (in whole or in part) such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant Awards under the Plan. For avoidance . (c) If a Participant tenders Shares (either actually, by attestation or otherwise) to pay all or any part of doubtthe Option Price or purchase price of an Award, however, or if any Shares subject deliverable with respect to an any Award granted hereunder are withheld or applied as payment retained by the Company in connection with satisfaction of the exercise Participant’s obligation for taxes, only the number of an Award or Shares issued net of the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will tendered shall be treated as having been deemed delivered for purposes of determining the maximum number of Shares available for delivery under this Plan. (d) Shares delivered under this Plan in settlement, assumption or substitution of outstanding awards (or obligations to grant future awards) under the Plan and plans or arrangements of another entity shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining reduce the maximum number of Shares available for grant delivery under the Plan and shall not again be treated as available for issuance under the this Plan. Shares delivered pursuant , to the extent that such settlement, assumption or substitution is as a result of the Company or any Subsidiary acquiring another entity (or an interest in another entity). (e) Shares that are delivered to Participants under this Plan may be, in whole or in part, be authorized and unissued Shares, or treasury reacquired Shares, including . The Committee shall determine the appropriate methodology for calculating the number of Shares repurchased by the Company for purposes of the issued pursuant to this Plan.

Number of Shares Available for Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum total number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 1,800,000 Shares. Up Subject to, in the case of ISOs, any limitations applicable thereto under the Code, if (a) any Shares are subject to a maximum of 2,600,00 Shares may be delivered pursuant an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, or are subject to the exercise of Incentive any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder under the Plan which are forfeited, or (other than a Substitute b) any Award granted pursuant to Section 5.6(b)) are forfeited based on Shares is settled for cash, expires or such Award otherwise terminates without payment or delivery the issuance of such Shares, the Shares subject to such AwardAward shall, to the extent of any such expiration, termination, cancellation, forfeiture or terminationcash settlement, shall again be available for grant delivery in connection with future Awards under the Plan. For avoidance Any Shares delivered under the Plan upon exercise or satisfaction of doubtSubstitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with that the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum total number of Shares available for grant that may be delivered pursuant to Incentive Stock Options granted under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under set forth in the Plan may not be increased through the Company’s purchase third sentence of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARthis Section 4.1, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR that is exercised will be treated as having been delivered for purposes foregoing provisions of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Planthis sentence.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares1,100,000. Up to a maximum of 2,600,00 1,100,000 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will not be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again continue to be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.