Common use of Share Usage Clause in Contracts

Share Usage. Shares covered by an Award shall be counted as used as of the Grant Date. Any Shares that are subject to Awards shall be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an Award. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle the SAR upon exercise. If any Shares covered by an Award granted under the Plan or the Prior Plans are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares 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 were counted against the limit set forth in Section 4.1 or the applicable limit in the Prior Plans. Any Shares withheld, deducted, or delivered from an Award under the Plan in connection with the Company’s tax withholding obligations as described in Section 19.3 shall again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1. The number of Shares available for issuance under the Plan shall not be increased by (a) any Shares tendered or withheld or subject to an Award granted under the Plan or the Prior Plans surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.2, (b) any Shares withheld, deducted, or delivered from an award granted under the Prior Plans in connection with the Company’s tax withholding obligations as described in Section 19.3, (c) any Shares purchased by the Company with proceeds from option exercises, or (d) subject to a SAR granted under the Plan or the Prior Plans that is settled in Shares that were not issued upon the net settlement or net exercise of such SAR.

Share Usage. (a) Shares of Common Stock covered by an Award shall not be counted as used as 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 Grant Date. Any Shares that Plan to a Participant and thereafter are forfeited to or otherwise reacquired by the Company, the shares subject to such Awards and the forfeited or reacquired shares shall again be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an Award. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless Plan. Any shares of Common Stock (i) tendered by a Participant or retained by the number Company as full or partial payment to the Company for the purchase price of Shares actually issued an Award or to settle the SAR upon exercise. If any Shares satisfy tax withholding obligations in connection with an Award or (ii) covered by an Award granted under that is settled in cash or in a manner such that some or all of the Plan or shares covered by the Prior Plans Award are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject thereto, then the number of Shares counted against the aggregate number of Shares available under the Plan with respect to such Award shall, to the extent of any such forfeiture, termination or expiration, again issued shall be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1 or the applicable limit in the Prior Plans. Any Shares withheld, deducted, or delivered from an Award under the Plan in connection with the Company’s tax withholding obligations as described in Section 19.3 shall again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit set forth in Section 4.1Plan. The number of Shares shares of Common Stock available for issuance under the Plan shall not be increased by (a) reduced to reflect any Shares tendered dividends or withheld dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award granted under the Plan or the Prior Plans surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.2, Award. (b) any Shares withheldThe Plan Administrator shall also, deductedwithout limitation, have the authority to grant Awards as an alternative to or delivered from an award granted as the form of payment for grants or rights earned or due under the Prior Plans in connection with other compensation plans or arrangements of the Company’s tax withholding obligations as described in Section 19.3, . (c) any Shares purchased Notwithstanding anything in the Plan to the contrary, the Plan Administrator may grant Substitute Awards under the Plan. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Company with proceeds from option exercisesBoard and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, or those terms and conditions shall be deemed to be the action of the Plan Administrator without any further action by the Plan Administrator. (d) subject to a SAR granted under Notwithstanding the Plan or foregoing, the Prior Plans maximum number of shares that is settled in Shares that were not may be issued upon the net settlement or net exercise of such SARIncentive Stock Options shall equal the aggregate share number stated in Section 4.1, subject to adjustment as provided in Section 14.1.

Share Usage. Shares covered by an Award shall be counted as used as of the Grant Date. Any Shares that are subject to Awards of Options shall be counted against the limit set forth in Section 4.1 as one (1) Share for every one (1) Share subject to an AwardAward of Options. With respect to SARs, the number of Shares subject to an award of SARs will be counted against the aggregate number of Shares available for issuance under the Plan regardless of the number of Shares actually issued to settle the SAR upon exercise. Any Shares that are subject to Awards other than Options or Share Appreciation Rights shall be counted against the limit set forth in Section 4.1 as 3.60 Shares for every one (1) Share granted. If any Shares covered by an Award granted under the Plan or the a Prior Plans Plan are not purchased or are forfeited or expire, or if an Award otherwise terminates without delivery of any Shares subject theretothereto or is settled in cash in lieu of Shares, then the number of Shares counted against the aggregate number of Shares 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 were counted against the limit set forth in Section 4.1 or the applicable limit in the Prior Plans. Any 4.1, provided that any Shares withheld, deducted, or delivered from covered by an Award granted under the a Prior Plan in connection with the Company’s tax withholding obligations as described in Section 19.3 shall will again be available for making Awards under the Plan in the same amount as such Shares were counted against the limit limits set forth in Section 4.1the applicable Prior Plan. The number of Shares available for issuance under the Plan shall not be increased by (ai) any Shares tendered or withheld or subject to an Award granted under the Plan or the Prior Plans surrendered in connection with the purchase of Shares upon exercise of an Option as described in Section 12.213.2, or (bii) any Shares withheld, deducted, deducted or delivered from an award granted under the Prior Plans Award payment in connection with the Company’s tax withholding obligations as described in Section 19.3, (c) any Shares purchased by the Company with proceeds from option exercises, or (d) subject to a SAR granted under the Plan or the Prior Plans that is settled in Shares that were not issued upon the net settlement or net exercise of such SAR18.3.