Common use of Stock Awards Clause in Contracts

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date of the Company Balance Sheet (as defined below), no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure Letter. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date of this Agreement, a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this AgreementCapitalization Date, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 1,396,469 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2007 Stock Incentive Plan and plans listed in Section 3.2(b) of the Company ESPP Disclosure Letter (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since from the Capitalization Date through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure Lettergranted. Section 4.02(b)(i3.2(b)(i) of the Company Disclosure Letter sets forth as of date of this Agreement, the Capitalization Date a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on May 13, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2016, up to an aggregate of 347,613 615,396 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the Nanosphere, Inc. 2000 Equity Incentive Plan, the Nanosphere, Inc. 2007 Stock Long-Term Incentive Plan, and the Nanosphere, Inc. 2014 Long-Term Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “"Company Stock Plans”"). The Company Stock Plans are the only Company Employee Plans pursuant to which awards of, and since with respect to, or based on the date value of shares of capital stock of the Company Balance Sheet (as defined below), no may be granted to Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterEmployees. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date the close of this Agreementbusiness on May 13, 2016 a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Optionsthe extent applicable, the date on which such the Company Stock Option Equity Award expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent a copy of each form of award agreement governing outstanding under the Company Equity AwardsStock Plans.

Stock Awards. (i) As of the date Company Capitalization Date, an aggregate of this Agreement, including 3,934 24,095,000 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 shares of Company Common Stock were are subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2007 Stock Incentive Plan and plans listed in Section 3.2(b) of the Company ESPP Disclosure Letter (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date ) or granted independent of the Company Balance Sheet (as defined below), no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure Lettersuch plans. Section 4.02(b)(i3.2(b)(i) of the Company Disclosure Letter sets forth as of date of this Agreement, the Company Capitalization Date a list of each outstanding Company Equity Award granted under the Company Stock Plans or independent of such plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans or independent of such plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 2,554,482 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the 2007 2005 Omnibus Stock Incentive Plan, the 2001 Nonqualified Stock Option Plan, the Restated 1996 Stock Option Plan and the 1986 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date of the Company Balance Sheet (as defined below), no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure Letter. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as of the close of business on the date of this Agreement, hereof a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on January 30, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2021, up to an aggregate of 347,613 4,362 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date . As of the Company Balance Sheet (as defined below)close of business on January 30, no Company Equity Awards have been granted and no additional 2021, 6,613 shares of Company Common Stock have become subject were reserved for issuance pursuant to issuance under the outstanding Company Stock Plans except as described on Section 4.02(b)(i) Options and 6,646 of shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs. The per share exercise price under each Company Stock Option is equal to or greater than the Company Disclosure LetterMerger Consideration. Section 4.02(b)(i3.02(b)(i)(1) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, ; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. With respect to each Company Stock Option, (x) the grant thereof was duly authorized no later than the date on which the grant of such Company Stock Option was by its terms effective (the “Grant Date”) by all necessary corporate action, (y) such Company Stock Option was granted in compliance in all material respects with all applicable laws and all of the terms and conditions of the Company Stock Plans and has an exercise price that is equal to or greater than the fair market value of the underlying shares of Company Common Stock on the applicable Grant Date, and (z) no modifications have been made to such Company Stock Option following the Grant Date. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 117,437 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since . As of the date of the Company Balance Sheet (as defined below)this Agreement, no Company Equity Awards have been granted and no additional 3,350,000 shares of Company Common Stock have become subject were reserved for issuance pursuant to issuance under the outstanding Company Stock Plans except as described on Section 4.02(b)(i) of the Options and no Company Disclosure LetterRestricted Shares were issued and outstanding. Section 4.02(b)(i3.02(b) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and ; (F) with respect to Company Stock Options, the date on which such Company Stock Option expires; and (G) if applicable, whether such Company Stock Option is an incentive stock option or non-statutory stock option under the Code. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on May 13, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2016, up to an aggregate of 347,613 615,396 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or Company Stock Awards granted under the Nanosphere, Inc. 2000 Equity Incentive Plan, the Nanosphere, Inc. 2007 Stock Long-Term Incentive Plan, and the Nanosphere, Inc. 2014 Long-Term Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). The Company Stock Plans are the only Company Employee Plans pursuant to which awards of, and since with respect to, or based on the date value of shares of capital stock of the Company Balance Sheet (as defined below), no may be granted to Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterEmployees. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date the close of this Agreementbusiness on May 13, 2016 a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Optionsthe extent applicable, the date on which such the Company Stock Option Equity Award expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent a copy of each form of award agreement governing outstanding under the Company Equity AwardsStock Plans.

Stock Awards. (i) As of the date Capitalization Date, an aggregate of this Agreement4,164,874 shares of Company Common Stock were reserved for issuance pursuant to Company Stock Plans, including 3,934 zero shares of Company Common Stock subject to issuance under the ESPPvesting, up to an aggregate repurchase, or other lapse of 347,613 restrictions were issued and outstanding, 359,199 shares of Company Common Stock were subject to issuance pursuant to Company Restricted Stock Options or Company Stock Awards granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunderUnits, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date of the Company Balance Sheet (as defined below), no Company Equity Awards have been granted and no additional 961,283 shares of Company Common Stock have become were subject to issuance under the pursuant to Company Performance Stock Plans except as described on Section 4.02(b)(i) Units (assuming achievement of the maximum performance), 70,997 shares of Company Disclosure LetterCommon Stock were subject to issuance pursuant to Company SARs, of which all such shares of Company Common Stock were subject to issuance pursuant to In-the-Money SARs with a weighted average exercise price of $28.24 per share. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the maximum number of shares of Company Common Stock subject to such outstanding Company Equity Award, Award and the plan under which it was granted; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; and (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on November 26, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2019, up to an aggregate of 347,613 4,250 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As of the close of business on November 26, 2019, 730,000 shares of Company Restricted Shares were issued and since outstanding. Since November 26, 2019 and through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; and (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this AgreementMarch 15, including 3,934 2013, other than 18,831 shares of Company Common Stock subject reserved for issuance pursuant to issuance under the ESPPCompany Stock Plans, up to the Company has no shares of Company Common Stock reserved for issuance. As of the close of business on March 15, 2013, an aggregate of 347,613 854,372 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options or and 50,000 shares of Company Common Stock were subject to Company Stock Awards granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since March 15, 2013 and through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date the close of this Agreementbusiness on March 15, 2013 a list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (C) the exercise price, purchase price or similar pricing of such Company Equity Award, (D) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Each Company Stock Option (i) has made available an exercise price at least equal to Parent each form the fair market value of agreement governing outstanding a share of Company Equity AwardsCommon Stock on the date of the corporate action authorizing the grant, (ii) has not had its exercise date or grant date delayed or “back-dated,” and (iii) has been issued in compliance in all material respects with all applicable Laws and properly accounted for in all material respects in accordance with GAAP.

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 490,329 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Company Stock Incentive Plan Plans and an aggregate of 64,294 shares of Company Common Stock were reserved for issuance pursuant to the Company ESPP (ESPP. As of the plans referred close of business on August 9, 2021, 696,770 shares of Company Common Stock were reserved for issuance pursuant to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “outstanding Company Stock Plans”Options, 43,852 shares of Company Restricted Shares were issued and outstanding and 151,700 shares of Common Stock were reserved for issuance pursuant to outstanding Company RSUs (including Company PSUs). As of the close of business on August 9, 2021, 25,000 shares of Company Common Stock were reserved for issuance pursuant to outstanding options under the Company ESPP. Since August 9, 2021 and since through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans Plans: and (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, ; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans and the Company ESPP, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on the Measurement Date, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 9,378,430 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options Rights or Company Stock Awards granted under the 2007 Company's 2010 Stock Award and Incentive Plan, 2004 Stock Award and Incentive Plan, 2003 Incentive Compensation Plan, 2003 Non-Employee Directors Compensation Plan, Non-Employee Directors Compensation Program, 2000 Associates' Stock Incentive Plan, 1999 Associates' Stock Incentive Plan, 1993 Employees' Stock Incentive Plan and the Company ESPP 1988 Key Employee Stock Option Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date of the Company Balance Sheet (as defined below)Measurement Date, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date the close of this Agreement, business on the Measurement Date a complete and accurate list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (CB) the exercise price, purchase price or similar pricing of such Company Equity Award, (DC) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (FD) with respect to Company Stock OptionsRights, the date on which each such Company Stock Option expiresRight expires and (E) the Company Stock Plan (if any) under which the Company Equity Award was granted or issued. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on September 15, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2020, up to an aggregate of 347,613 4,250 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As of the close of business on September 15, 2020, 730,000 shares of Company Restricted Shares were issued and since outstanding. Since September 15, 2020 and through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; and (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date close of this Agreementbusiness on the Measurement Date, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 1,370,152 shares of Company Common Stock were subject to issuance pursuant to Company Stock Options Rights or Company Stock Awards granted under the Company’s 2010 Equity Incentive Plan, the Company’s 2007 Stock Incentive Plan, the Company’s 2001 Incentive Stock Plan, the Company’s Millennium Incentive Stock Option Plan, the Company’s 1999 Incentive Stock Plan and the Company ESPP Company’s 1998 Incentive Stock Plan (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since the date of the Company Balance Sheet (as defined below)Measurement Date, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of date the close of this Agreement, business on the Measurement Date a complete and accurate list of each outstanding Company Equity Award granted under the Company Stock Plans and (A) the name of the holder of such Company Equity Award, (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, (CB) the exercise price, purchase price or similar pricing of such Company Equity Award, (DC) the date on which such Company Equity Award was granted or issued, (E) the applicable vesting schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, and (FD) with respect to Company Stock OptionsRights, the date or dates on which each such Company Stock Right vests, (E) with respect to Company Stock Rights, the date on which each such Company Stock Option expiresRight expires and (F) the Company Stock Plan (if any) under which the Company Equity Award was granted or issued. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 1,631,123 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since . As of the date of the Company Balance Sheet (as defined below)this Agreement, no Company Equity Awards have been granted and no additional 85,410 shares of Company Common Stock have become subject were reserved for issuance pursuant to issuance under the outstanding Company Stock Plans except as described on Section 4.02(b)(i) Options, all of which have an exercise price higher than the Merger Consideration, 441,221 Company Disclosure LetterRestricted Shares were issued and outstanding (and included in shares issued and outstanding), 178,996 Company RSUs were issued and outstanding, 52,910 Company PSUs were issued and outstanding, and 68,555 Company DSUs were issued and outstanding. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans and the Directors Deferred Compensation Plan and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, ; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock PlansPlans or the Directors Deferred Compensation Plan, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.

Stock Awards. (i) As of the date of this Agreement, including 3,934 shares of Company Common Stock subject to issuance under the ESPP, up to an aggregate of 347,613 2,680,133 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”), and since . As of the date of the Company Balance Sheet (as defined below)this Agreement, no Company Equity Awards have been granted and no additional 95,238 shares of Company Common Stock have become subject were reserved for issuance pursuant to issuance under the outstanding Company Stock Plans except as described on Section 4.02(b)(i) Options and 145,314 shares of the Company Disclosure LetterCommon Stock were reserved for issuance pursuant to outstanding Company RSUs. Section 4.02(b)(i) of the Company Disclosure Letter sets forth as of the date of this Agreement, Agreement a list of each outstanding Company Equity Award granted under the Company Stock Plans Plans: and (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, ; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The All Company has made available Stock Options were granted with an exercise price at least equal to Parent each form the fair market value of agreement governing outstanding a share of Company Equity AwardsCommon Stock on the date of grant.

Stock Awards. (i) As of the date close of this Agreementbusiness on June 30, including 3,934 shares of Company Common Stock subject to issuance under the ESPP2022, up to an aggregate of 347,613 2,163,080 shares of Company Common Stock were subject to reserved for issuance pursuant to Company Stock Options or Company Stock Equity Awards not yet granted under the 2007 Stock Incentive Plan and the Company ESPP (the plans referred to immediately above and the award or other applicable agreements entered into thereunder, in each case as amended, are collectively referred to herein as the “Company Stock Plans”). As of the close of business on June 30, 2022, 6,786,733 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company Stock Options, and since 1,704,648 shares of Company Common Stock were reserved for issuance pursuant to outstanding Company RSUs (1,350,325 of which are unvested and 354,323 of which are vested but have not yet been released). Since June 30, 2022 and through the date of the Company Balance Sheet (as defined below)hereof, no Company Equity Awards have been granted and no additional shares of Company Common Stock have become subject to issuance under the Company Stock Plans except as described on Section 4.02(b)(i) of the Company Disclosure LetterPlans. Section 4.02(b)(i3.02(b)(i) of the Company Disclosure Letter sets forth as as, of the date of this Agreement, a list of each outstanding Company Equity Award granted under the Company Stock Plans and and: (A) the name of the holder of such Company Equity Award, ; (B) the number of shares of Company Common Stock subject to such outstanding Company Equity Award, ; (C) if applicable, the exercise price, purchase price price, or similar pricing of such Company Equity Award, ; (D) the date on which such Company Equity Award was granted or issued, ; (E) the applicable vesting vesting, repurchase, or other lapse of restrictions schedule, and the extent to which such Company Equity Award is vested and exercisable as of the date hereof, ; and (F) with respect to Company Stock Options, the date on which such Company Stock Option expires. All shares of Company Common Stock subject to issuance under the Company Stock Plans, upon issuance in accordance with the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid paid, and non-assessable. The Company has made available to Parent each form of agreement governing outstanding Company Equity Awards.