Stock Subject to Plan. The Option and the Option Shares granted and issued pursuant to this Agreement have been granted and issued under, and are subject to the terms of, the Plan. The terms of the Plan are incorporated by reference in this Agreement in their entirety, and the Optionee, by execution of this Agreement, acknowledges having received a copy of the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan, and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is inconsistent with the terms of the Plan, the terms of the Plan will prevail.
Stock Subject to Plan. Subject to adjustment as provided in Sections 8 and 9 hereof, the stock to be offered under the Plan shall consist of shares of the Company’s Common Stock, $.01 par value, and the maximum number of shares which will be reserved for issuance, and in respect of which Plan Benefits may be granted pursuant to the provisions of the Plan, shall not exceed in the aggregate 3,000,000 shares. Such shares may be authorized and unissued shares, treasury shares or shares purchased on the open market. If an Option or SAR granted hereunder shall expire or terminate for any reason without having been exercised in full or if a share of Restricted Stock shall be forfeited, the unpurchased or forfeited shares subject thereto shall again be available for subsequent grants of Plan Benefits under the Plan. Stock issued pursuant to the Plan may be subject to such restrictions on transfer, repurchase rights or other restrictions as shall be determined by the Board of Directors.
Stock Subject to Plan. Subject to the adjustment provisions of Article X and the provisions of (a) through (c) of this Article V, up to 2,000,000 shares of Common Stock may be issued under the Plan. In addition to such authorization, the following shares of Common Stock may be issued under the Plan:
(a) Shares of Common Stock that are forfeited under the Prior Plan and shares of Common Stock that are not issued under the Prior Plan because of a payment of cash in lieu of shares of Common Stock, the cancellation, termination or expiration of Grants and Awards, and/or other similar events under the Prior Plan shall be available for issuance under this Plan.
(b) If a Participant tenders, or has withheld, shares of Common Stock in payment of all or part of the Option Price under an Option granted under the Plan, or in satisfaction of withholding tax obligations thereunder, the shares of Common Stock so tendered by the Participant or so withheld shall become available for issuance under the Plan.
(c) If shares of Common Stock that are issued under the Plan are subsequently forfeited in accordance with the terms of the Grant or Award, the forfeited shares of Common Stock shall become available for issuance under the Plan. Notwithstanding (a) above, any shares of Common Stock that are authorized to be issued under the Prior Plan prior to the expiration of its term, but that are not issued or covered by Grants or Awards under the Prior Plan, shall not be available for issuance under this Plan. Subject to the adjustment provisions of Article X, not more than 200,000 shares of Common Stock shall be issued under Awards of Common Stock and/or Restricted Stock. Subject to the foregoing provisions of this Article V, if a Grant or an Award may be paid only in shares of Common Stock, or in either cash or shares of Common Stock, the shares of Common Stock shall be deemed to be issued hereunder only when and to the extent that payment is actually made in shares of Common Stock. However, the Committee may authorize a cash payment under a Grant or an Award in lieu of shares of Common Stock if there are insufficient shares of Common Stock available for issuance under the Plan.
Stock Subject to Plan. The Company has authorized and reserved for issuance upon the exercise of Options pursuant to the Plan an aggregate of one million six hundred fifty thousand (1,650,000) shares of no par value common stock of the Company (the "Shares"). If any Option is cancelled, expires or terminates without the respective optionee exercising it in full, the Committee may grant Options with respect to those unpurchased Shares to that same optionee or to another eligible individual or individuals. The Committee shall adjust the total number of Shares and any outstanding Options, both as to the number of Shares and the option price, for any increase or decrease in the number of outstanding Shares resulting from a stock split or a payment of a stock dividend on the Shares, a subdivision or combination of the Shares, a reclassification of the Shares in accordance with the provisions of the next paragraph, a merger or consolidation of the Shares or any other like changes in the Shares or in their value. The Committee shall not issue fractional shares as a result of any of these changes and shall eliminate from the outstanding Options any fractional shares that result from such a change. The Committee shall not adjust outstanding Options for cash dividends or the issuance of rights to subscribe for additional stock or securities of the Company. Except as provided in the following paragraph, after any merger of one or more corporations into the Company, any merger of the Company into another corporation, any consolidation of the Company and one or more other corporations, or any other corporate reorganization to which the Company is a party that involves any exchange, conversion, adjustment or other modification of the outstanding Options, each option holder shall receive at no additional cost upon the exercise of his Option, subject to any required action by stockholders and in lieu of the number of Shares as to which he would otherwise exercise the Option, the number and class of shares of stock or other securities or any other property to which the terms of the agreement of merger, consolidation, or other reorganization would entitle the option holder to receive, if, at the time of the merger, consolidation, or other reorganization, the option holder had been a holder of record of the number of Shares as to which he could exercise the Option. Comparable rights shall accrue to each option holder in the event of successive mergers, consolidations or other reorganizations.
Stock Subject to Plan. 8 (a) Basic Limitation 8 (b) Award Limitation 8 (c) Additional Shares 8 (d) Substitution and Assumption of Awards 9
Stock Subject to Plan. 5.1. Subject to adjustment as provided in Section 8, the maximum number of Shares that may be issued under this Plan is 500,000 Shares. The maximum number of Shares with respect to which an Employee may receive Awards under this Plan during its term is 100,000.
5.2. If an Option expires or terminates for any reason without having been fully exercised, the unissued or forfeited Shares which had been subject to the Award shall become available for the grant of additional Awards.
Stock Subject to Plan. The maximum number of shares of Common Stock available for Grants and Awards under the Plan shall be 150,000, of which 30,000 shall be available only as Reload Options. Such maximum number of shares of Common Stock is subject to adjustment as provided in Article XI. Shares of Common Stock subject to Grants and Awards under the Plan may be authorized but previously unissued shares of Common Stock or previously issued shares of Common Stock reacquired by the Company. The grant of a Reload option under the Plan, by restoring an option opportunity on the number of shares of Common Stock surrendered to exercise an Original Option, will encourage a Participant to maximize his ownership interest in the Company without reducing the percentage interests of shareholders. If any shares of Restricted Stock are forfeited for which the Participant did not receive any benefits of ownership (other than voting rights), or if any Option or any SAR terminates without being exercised, or if any SAR is exercised for cash, shares of Common Stock subject to such Grants or Awards shall be available for distribution in connection with Grants or Awards under the Plan.
Stock Subject to Plan. 5.1. Subject to adjustment as provided in Section 11, the maximum number of Shares that may be issued under this Plan is 5,000,000 Shares.
5.2. If an Option or Right expires or terminates for any reason (other than termination by virtue of the exercise of a Related Option or Related Right, as the case may be) without having been fully exercised, if Shares of Restricted Stock are forfeited or if Shares covered by an Incentive Share Award are not issued or are forfeited, the unissued or forfeited Shares which had been subject to the Award shall become available for the grant of additional Awards.
Stock Subject to Plan. 5.1. Subject to adjustment as provided in Section 11, (a) the maximum number of Shares that may be issued under this Plan is 5,000,000 Shares, and (b) the maximum number of Shares with respect to which an Employee may receive Awards under this Plan during its term is 750,000.
5.2. If an Option or Right expires or terminates for any reason (other than termination by virtue of the exercise of a Related Option or Related Right, as the case may be) without having been fully exercised, if Shares of Restricted Stock are forfeited or if Shares covered by an Incentive Share Award are not issued or are forfeited, the unissued or forfeited Shares which had been subject to the Award shall become available for the grant of additional Awards.
Stock Subject to Plan. Subject to adjustment as provided in Section 9 below, the maximum number of shares of Common Stock of the Company which may be issued and sold under this Plan is 725,000 shares. If an option granted under the Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such option shall not again be available for subsequent option grants under the Plan.
