Common use of Share Usage Clause in Contracts

Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIV; provided, however, that such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. Unless otherwise determined by the Committee, if shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will not count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, if shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when a SAR is settled in shares of Stock, the number of shares of Stock used to settle the SAR upon exercise will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share used to settle the SAR upon exercise, and any remaining shares of Stock subject to the SAR that are settled in cash, if any, will not be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or other Stock-Based Awards.

Share Usage. Each Shares of Stock covered by an Award shall be counted as used as of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with Grant Date for purposes of calculating the provisions of Section 4.5. The number of shares of Stock stated available for issuance under Section 4.1. Any shares of Stock that are subject to Awards shall be counted against the Share Limit set forth in this Section 4.2 shall also be increased by such 4.1 as one (1) share of Stock for every one (1) share of Stock subject to an Award. With respect to SARs, the number of shares of Stock as become subject to substitute Awards granted pursuant an award of SARs will be counted against the Share Limit set forth in Section 4.1 as one (1) share of Stock for every one (1) share of Stock subject to Article XIV; provided, however, that such increase shall be conditioned upon the approval Award regardless of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. Unless otherwise determined by the Committee, if shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will not count against the aggregate number of shares of Stock with respect actually issued to which Awards may settle the SAR upon exercise. The target number of shares issuable under a Performance Award shall be granted under counted against the Plan and may again Share Limit set forth in Section 4.1 as of the Grant Date, but such number shall be subject adjusted to equal the actual number of shares issued upon settlement of the Performance Award to the extent different from such target number of shares. If any shares of Stock covered by an Award granted under the Plan. Unless Plan are not purchased or are forfeited or expire, or if an Award otherwise determined by the Committee, if terminates without delivery of any shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason thereto or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when a SAR is settled in shares of Stock, then the number of shares of Stock used to settle the SAR upon exercise will be counted against the aggregate number Share Limit with respect to such Award shall, to the extent of any such forfeiture, termination, expiration, or settlement, again be available for making Awards under the Plan in the same amount as such shares of Stock with respect to which Awards may be granted under the Plan as one share for every share used to settle the SAR upon exercise, and any remaining shares of Stock subject to the SAR that are settled in cash, if any, will not be were counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the PlanShare Limit set forth in Section 4.1. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into additional increased by the number of shares of Stock or credited as additional Restricted Stock(i) tendered, Restricted Stock Units, Performance Shareswithheld, or other subject to an Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option, (ii) deducted or delivered from payment of an Award payment in connection with the Company's tax withholding obligations as described in Section 18.3, (iii) purchased by the Company with proceeds from Option exercises, or (iv) not issued upon the net settlement or net exercise of a Stock-Based Awardssettled SAR.

Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIVXV; provided, however, that such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. Unless otherwise determined by the Committee, if If shares of Stock otherwise issuable under the Plan are withheld from payment by the Company in satisfaction of the withholding taxes incurred in connection with the exercise of an Award to satisfy tax obligations with respect to the AwardOption, such SAR or issuance of fully-vested shares of Stock will not count against under another type of Award, then the aggregate number of shares of Stock with respect to which Awards may be granted available for issuance under the Plan and may again will be subject to an Award granted reduced by the gross number of shares issuable under the Planexercised Option or SAR or the gross number of fully-vested Shares issuable under another type of Award, calculated in each instance prior to any such share withholding. Unless otherwise determined by the Committee, if If shares of Stock are tendered in payment of an the Option Price of an Option, such shares of Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, or any shares of Stock subject to an Award are repurchased by the Company, at a price per share not greater than the original issue price paid per share, pursuant to the Company’s repurchase rights under the Plan or the applicable Award Agreement, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when When a SAR is settled in shares of Stock, the number of shares of Stock used subject to settle the SAR upon exercise under the SAR Award Agreement will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share subject to the SAR, regardless of the number of shares used to settle the SAR upon exercise, and any remaining shares of Stock subject to the SAR that are settled in cash, if any, will not be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or other Stock-Based Awards. In the case of any Award granted in substitution for an award of a company or business acquired by the Company or an Affiliate, shares of Stock issued or issuable in connection with such substitution will not be counted against the number of shares reserved under the Plan, but will be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business.

Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. , but only to the extent that any such adjustment will not affect the status of: (i) any Award intended to qualify as performance-based compensation under Section 162(m) of the Code, (ii) any Award intended to qualify as an Incentive Stock Option; or (iii) any Award intended to comply with, or qualify for an exception to, Section 409A. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIVXV; provided, however, that such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required by applicable law or applicable stock exchange rules. Unless otherwise determined by the Committee, if If shares of Stock otherwise issuable under the Plan are withheld from payment by the Company in satisfaction of the withholding taxes incurred in connection with the exercise of an Award to satisfy tax obligations with respect to the AwardOption, such SAR or issuance of fully-vested shares of Stock will not count against under another type of Award, then the aggregate number of shares of Stock with respect to which Awards may be granted available for issuance under the Plan and may again will be subject to an Award granted reduced by the gross number of shares issuable under the Planexercised Option or SAR or the gross number of fully-vested Shares issuable under another type of Award, calculated in each instance prior to any such share withholding. Unless otherwise determined by the Committee, if If shares of Stock are tendered in payment of an the Option Price of an OptionOption or proceeds received from the exercise of such Option are used to repurchase shares of Stock, such shares of Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, or any shares of Stock subject to an Award are repurchased by the Company, at a price per share not greater than the original issue price paid per share, pursuant to the Company’s repurchase rights under the Plan or the applicable Award Agreement, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when When a SAR is settled in shares of Stock, the number of shares of Stock used subject to settle the SAR upon exercise under the SAR Award Agreement will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share subject to the SAR, regardless of the number of shares used to settle the SAR upon exercise, and any remaining shares of Stock subject to the SAR that are settled in cash, if any, will not be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or other Stock-Based Awards. In the case of any Award granted in substitution for an award of a company or business acquired by the Company or an Affiliate, shares of Stock issued or issuable in connection with such substitution will not be counted against the number of shares reserved under the Plan, but will be available under the Plan by virtue of the Company’s assumption of the plan or arrangement of the acquired company or business.

Share Usage. Each Shares of Stock covered by an Award shall be counted as used as of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5Grant Date. The number of Any shares of Stock stated in this Section 4.2 shall also be increased by such number of that are subject to Awards, including shares of Stock as become subject to substitute Awards granted pursuant to Article XIV; providedacquired through dividend reinvestment, however, that such increase shall be conditioned upon counted against the approval of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. Unless otherwise determined by the Committee, if shares limit set forth in Section 4.1 as one (1) share of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares for every one (1) share of Stock will not count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the PlanAward. Unless otherwise determined by the Committee, if shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will be added to the aggregate number of shares of Stock with With respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when a SAR is settled in shares of StockSARs, the number of shares of Stock used subject to settle the SAR upon exercise an award of SARs will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted available for issuance under the Plan as one share for every share used regardless of the number of shares of Stock actually issued to settle the SAR upon exercise. At a minimum, and any remaining the target number of shares of Stock subject to the SAR that are settled in cash, if any, will not issuable under a Performance Award shall be counted against the aggregate number of shares of Stock with respect to which Awards may be granted available for issuance under the Plan and may again as of the Grant Date, but such number shall be subject adjusted to equal the actual number of shares of Stock issued upon settlement of the Performance Award to the extent different from such target number of shares of Stock. If any shares of Stock covered by an Award granted under the PlanPlan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any shares of Stock subject thereto, then the number of shares of Stock counted against the aggregate number of shares of Stock available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination, or expiration, again be available for making Awards under the Plan in the same amount as such shares of Stock were counted against the limit set forth in Section 4.1. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect increased by (a) any dividends or Dividend Equivalents that are reinvested into additional shares of Stock tendered or credited withheld or Award surrendered in connection with the purchase of shares of Stock upon exercise of an Option as additional Restricted Stockdescribed in Section 12.2, Restricted (b) any shares of Stock Unitsdeducted or delivered from an Award payment in connection with the Company’s tax withholding obligations as described in Section 19.3, Performance Shares(c) any shares of Stock purchased by the Company with proceeds from Option exercises, or other Stock-Based Awards(d) any shares of Stock subject to a SAR granted under the Plan that is settled in Shares that were not issued upon the net settlement or net exercise of such SAR.

Share Usage. Each of the foregoing numerical limits stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.5. The number of shares of Stock stated in this Section 4.2 shall also be increased by such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XIVXV; provided, however, that such increase shall be conditioned upon the approval of the stockholders of the Company to the extent stockholder approval is required by law or applicable stock exchange rules. Unless otherwise determined by the Committee, if If shares of Stock are withheld from payment of an Award to satisfy tax obligations with respect to the Award, such shares of Stock will not count against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, if If shares of Stock are tendered in payment of an Option Price of an Option, such shares of Stock will not be added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. To the extent that any outstanding Award is forfeited or cancelled for any reason or is settled in cash in lieu of shares of Stock, the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. Unless otherwise determined by the Committee, when When a SAR is settled in shares of Stock, the number of shares of Stock used subject to settle the SAR upon exercise under the SAR Award Agreement will be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan as one share for every share subject to the SAR, regardless of the number of shares used to settle the SAR upon exercise, and any remaining shares of Stock subject to the SAR that are settled in cash, if any, will not be counted against the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan and may again be subject to an Award granted under the Plan. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units, Performance Shares, or other Stock-Based Awards.