Common use of Share Usage Clause in Contracts

Share Usage. (a) Shares of Common Stock covered by an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are reacquired by the Company, the shares subject to such Awards and the reacquired shares shall again be available for issuance under the Plan. In addition, the following shares of Common Stock shall not be treated as having been issued under the Plan: (i) shares tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, (ii) shares covered by an Award that is settled in cash, or (iii) the number of shares subject to a SAR in excess of the number of shares that are delivered to the Participant upon exercise of the SAR. The number of shares available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares or credited as additional Restricted Stock, Restricted Stock Units or Performance Shares. All shares issued under the Plan may be either authorized and unissued shares or issued shares reacquired by the Company. (b) The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company. (c) Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 13.

Share Usage. (a) Shares Each of Common Stock covered by an Award the foregoing numerical limits stated in this Section 4.2 shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued under the Plan to a Participant and thereafter are reacquired by the Company, the shares subject to such Awards and adjustment in accordance with the reacquired shares shall again be available for issuance under the Plan. In addition, the following shares provisions of Common Stock shall not be treated as having been issued under the Plan: (i) shares tendered by a Participant or retained by the Company as full or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, (ii) shares covered by an Award that is settled in cash, or (iii) the number of shares subject to a SAR in excess of the number of shares that are delivered to the Participant upon exercise of the SARSection 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 Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units or Units, Performance Shares. All shares issued under the Plan may be either authorized and unissued shares , or issued shares reacquired by the Companyother Stock-Based Awards. (b) The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company. (c) Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 13.

Share Usage. (a) Shares Each of Common 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 covered 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 XV; 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. If shares of Stock are withheld from payment of an Award shall not be counted as used unless and until they are actually issued and delivered to a Participant. If any Award lapses, expires, terminates or is canceled prior satisfy tax obligations with respect to the issuance Award, such shares of Stock will count against the aggregate number of shares thereunder or if shares of Common Stock are issued under the Plan with respect to a Participant and thereafter are reacquired by the Company, the shares subject to such which Awards and the reacquired shares shall again may be available for issuance granted under the Plan. In addition, the following If shares of Common Stock shall are tendered in payment of an Option Price of an Option, such shares of Stock will not be treated as having been issued added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan: (i) shares tendered by a Participant . To the extent that any outstanding Award is forfeited or retained by the Company as full cancelled for any reason or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, (ii) shares covered by an Award that is settled in cashcash in lieu of shares of Stock, or (iii) the shares of Stock allocable to such portion of the Award may again be subject to an Award granted under the Plan. When a SAR is settled in shares of Stock, the number of shares of Stock subject to a the SAR in excess 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 that are delivered used to settle the Participant SAR upon exercise of the SARexercise. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units or Units, Performance Shares. All shares issued under the Plan may be either authorized and unissued shares , or issued shares reacquired by the Companyother Stock-Based Awards. (b) The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company. (c) Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 13.

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: (ai) Shares any Award intended to qualify as performance-based compensation under Section 162(m) of Common the Code, (ii) any Award intended to qualify as an Incentive Stock covered 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 an Award such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XV; provided, however, that such increase shall not be counted as used unless and until they are actually issued and delivered conditioned upon the approval of the stockholders of the Company to a Participantthe extent stockholder approval is required by applicable law or applicable stock exchange rules. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued otherwise issuable under the Plan to a Participant and thereafter are reacquired withheld by the CompanyCompany in satisfaction of the withholding taxes incurred in connection with the exercise of an Option, SAR or issuance of fully-vested shares of Stock under another type of Award, then the number of shares subject to such Awards and the reacquired shares shall again be available for issuance under the PlanPlan will be reduced by the gross number of shares issuable under the exercised 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. In addition, the following If shares of Common Stock shall are tendered in payment of the Option Price of an Option or proceeds received from the exercise of such Option are used to repurchase shares of Stock, such shares of Stock will not be treated as having been issued added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan: (i) shares tendered by a Participant . To the extent that any outstanding Award is forfeited or retained by the Company as full cancelled for any reason or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, (ii) shares covered by an Award that is settled in cashcash in lieu of shares of Stock, or (iii) 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. When a SAR is settled in shares of Stock, the number of shares of Stock subject to a the SAR in excess 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 that are delivered used to settle the Participant SAR upon exercise of the SARexercise. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units or Units, Performance Shares, or other Stock-Based Awards. All 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 may be either authorized and unissued shares or issued shares reacquired by the Company. (b) The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements virtue of the Company’s assumption of the plan or arrangement of the acquired company or business. (c) Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 13.

Share Usage. (a) Shares Each of Common 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 covered stated in this Section 4.2 shall also be increased by an Award such number of shares of Stock as become subject to substitute Awards granted pursuant to Article XV; provided, however, that such increase shall not be counted as used unless and until they are actually issued and delivered conditioned upon the approval of the stockholders of the Company to a Participantthe extent stockholder approval is required by law or applicable stock exchange rules. If any Award lapses, expires, terminates or is canceled prior to the issuance of shares thereunder or if shares of Common Stock are issued otherwise issuable under the Plan to a Participant and thereafter are reacquired withheld by the CompanyCompany in satisfaction of the withholding taxes incurred in connection with the exercise of an Option, SAR or issuance of fully-vested shares of Stock under another type of Award, then the number of shares subject to such Awards and the reacquired shares shall again be available for issuance under the PlanPlan will be reduced by the gross number of shares issuable under the exercised 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. In addition, the following If shares of Common Stock shall are tendered in payment of the Option Price of an Option, such shares of Stock will not be treated as having been issued added to the aggregate number of shares of Stock with respect to which Awards may be granted under the Plan: (i) shares tendered by a Participant . To the extent that any outstanding Award is forfeited or retained by the Company as full cancelled for any reason or partial payment to the Company for the purchase price of an Award or to satisfy tax withholding obligations in connection with an Award, (ii) shares covered by an Award that is settled in cashcash in lieu of shares of Stock, or (iii) 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. When a SAR is settled in shares of Stock, the number of shares of Stock subject to a the SAR in excess 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 that are delivered used to settle the Participant SAR upon exercise of the SARexercise. The maximum number of shares of Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents Dividend Equivalents that are reinvested into additional shares of Stock or credited as additional Restricted Stock, Restricted Stock Units or Units, Performance Shares, or other Stock-Based Awards. All 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 may be either authorized and unissued shares or issued shares reacquired by the Company. (b) The Committee shall have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements virtue of the Company’s assumption of the plan or arrangement of the acquired company or business. (c) Notwithstanding the foregoing, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 13.