![]() ![]() In no event shall the total number of Shares issued (counting each reissuance of a Share that was previously issued and then forfeited or repurchased by the Company as a separate issuance) under the Plan upon exercise of ISOs exceed 331,747,430 Shares (adjusted in proportion to any adjustments under Section 2.2 hereof) over the term of the Plan.Ģ.2 Adjustment of Shares. Subject to Sections 2.2, 5.10 and 12 hereof, Shares subject to Awards that are cancelled, forfeited, settled in cash, expire by their terms, used to pay withholding obligations or used to pay the exercise price of an Option will again be available for grant and issuance in connection with other Awards. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to satisfy the requirements of all Awards granted and outstanding under this Plan. Subject to Sections 2.2 and 18 hereof, the total number of Shares reserved and available for grant and issuance pursuant to this Plan will be 165,873,715 Shares. Any requirement of this Plan which is required in law only because of Section 25102(o) need not apply if the Committee so provides.Ģ.1 Number of Shares Available. Although this Plan is intended to be a written compensatory benefit plan within the meaning of Rule 701 promulgated under the Securities Act, grants may be made pursuant to this Plan which do not qualify for exemption under Rule 701 or Section 25102(o) of the California Corporations Code (? Section 25102(o)?). Capitalized terms not defined in the text are defined in Section 23 hereof. ![]() The purpose of this Plan is to provide incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries by offering eligible persons an opportunity to participate in the Company?s future performance through awards of Options, Restricted Stock and Restricted Stock Units. ![]()
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