Common use of Number of Shares Available for Grants Clause in Contracts

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. Subject The Plan authorizes the issuance of [one hundred thousand (100,000)] Shares subject to adjustment as provided adjustments in accordance with Section 4.2 and except as provided in 4.2. Shares issued pursuant Awards be made pursuant to Section 5.6(b), 5.5(b) will not be charged against the maximum number of Shares hereby reserved authorized for delivery issuance under the Plan Plan. Only Shares actually issued shall be 2,600,00 Shares. Up to a maximum of 2,600,00 charged against the Shares may be delivered pursuant to authorized for issuance under the exercise of Incentive Stock Options granted hereunderPlan. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if If any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and Shares, shall not again be treated as available for grant under the Plan. Moreover, The Committee shall from time to time determine the appropriate methodology for calculating the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of to which an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under Award relates pursuant to the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 10,348,871 Shares. Up to a maximum of 2,600,00 4.9 million Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. The Shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued Shares (which will not be subject to preemptive rights) or previously issued Shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3, the maximum total number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 Shares that may be delivered pursuant to Awards under the exercise Plan as of Incentive the Effective Date shall be 3,360,000 (the “Share Reserve”). Any Shares that are subject to an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, and any Shares that are subject to any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) under the Plan which are forfeited or such Award otherwise terminates without payment or delivery of such Sharesforfeited, the Shares subject to such Awardshall, to the extent of any such forfeiture or expiration, termination, shall again cancellation or forfeiture, be available for grant delivery in connection with future Awards under the Plan. For avoidance However, notwithstanding any other provisions of doubtthis Section 4.1 to the contrary, however, if any (i) Shares subject withheld or tendered to pay the exercise price or withholding taxes with respect to an outstanding Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as made available for grant issuance pursuant to Awards under the Plan, and (ii) the payment of cash dividends or Dividend Equivalents in cash in connection with Awards shall not reduce the Share Reserve. MoreoverAny Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, that the total number of Shares available for issuance that may be delivered pursuant to Incentive Stock Options granted under the Plan may not shall be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARequal to 3,360,000 Shares, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR foregoing provisions of this sentence. Notwithstanding the foregoing, Shares issued pursuant to Restricted Stock Units that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant were awarded to replace any non-vested phantom stock awards under the Xxxxxx Xxxxxxx Corporation and Subsidiaries Phantom Stock Plan and shall not again be treated as count towards the available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the PlanShare Reserve.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares1,100,000. Up to a maximum of 2,600,00 1,100,000 Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will not be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again continue to be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 Shares may be delivered pursuant to the (including upon exercise of Incentive Stock Options granted hereunder) shall be 166,415 Shares. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. The number of Shares underlying an SAR that has been exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and such Shares shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.3, the maximum total number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 four million seven hundred thousand (4,700,000) Shares. Up If (a) any Shares are subject to a maximum of 2,600,00 Shares may be delivered pursuant an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised, or are subject to the exercise of Incentive any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder under the Plan which are forfeited, or (other than a Substitute b) any Award granted pursuant to Section 5.6(b)) are forfeited based on Shares is settled for cash, expires or such Award otherwise terminates without payment or delivery the issuance of such Shares, the Shares subject to any such AwardAward shall, to the extent of any such expiration, termination, cancellation, forfeiture or terminationcash settlement, shall again be available for grant delivery in connection with future Awards under the Plan. For avoidance of doubt; provided, however, if any that all Shares subject covered by a SAR, to an Award granted hereunder the extent that it is exercised, and whether or not Shares are withheld or applied as payment in connection with actually issued to the Participant upon exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”)SAR, such Returned Shares will be treated as having been delivered for purposes of determining shall reduce the maximum total number of Shares available for grant under the Plan and shall not again be treated as available for grant delivery under the Plan. MoreoverAny Shares delivered under the Plan upon exercise or satisfaction of Substitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, that the total number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be the number of Shares available for issuance under set forth in the Plan may not be increased through the Company’s purchase first sentence of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARthis Section 4.1, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR that is exercised will be treated as having been delivered for purposes foregoing provisions of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Planthis sentence.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b5.7(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 2,400,000, including Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b5.7(b)) are forfeited or such Award otherwise terminates without payment or the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For the avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance grant under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 [●]1 Shares may be delivered pursuant to the (including Shares issued upon exercise of Incentive Stock Options granted hereunder). If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. The shares of stock subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be either authorized and unissued shares (which will not be subject to preemptive rights) or previously issued shares acquired by the Company or any Subsidiary. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum total number of Shares hereby reserved for delivery that may be delivered pursuant to Awards under the Plan shall be 2,600,00 1,800,000 Shares. Up Subject to, in the case of ISOs, any limitations applicable thereto under the Code, if (a) any Shares are subject to a maximum of 2,600,00 Shares may be delivered pursuant an Option, SAR, or other Award which for any reason expires or is terminated or canceled without having been fully exercised or satisfied, or are subject to the exercise of Incentive any Restricted Stock Options granted hereunder. If Award (including any Shares subject to an a Participant’s Restricted Stock Award that are repurchased by the Company at the Participant’s cost), Restricted Stock Unit Award or other Award granted hereunder under the Plan which are forfeited, or (other than a Substitute b) any Award granted pursuant to Section 5.6(b)) are forfeited based on Shares is settled for cash, expires or such Award otherwise terminates without payment or delivery the issuance of such Shares, the Shares subject to such AwardAward shall, to the extent of any such expiration, termination, cancellation, forfeiture or terminationcash settlement, shall again be available for grant delivery in connection with future Awards under the Plan. For avoidance Any Shares delivered under the Plan upon exercise or satisfaction of doubtSubstitute Awards shall not reduce the Shares available for delivery under the Plan; provided, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with that the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum total number of Shares available for grant that may be delivered pursuant to Incentive Stock Options granted under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under set forth in the Plan may not be increased through the Company’s purchase third sentence of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SARthis Section 4.1, the number of Shares underlying the portion as adjusted pursuant to this Section 4.1, but without application of the SAR that is exercised will be treated as having been delivered for purposes foregoing provisions of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Planthis sentence.

Number of Shares Available for Grants. Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b), the maximum number of Shares hereby reserved for delivery under the Plan shall be 2,600,00 Shares. Up to a maximum of 2,600,00 7,704,605, including Shares may be delivered pursuant to the exercise of Incentive Stock Options granted hereunder. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b5.6.(b)) are forfeited or such Award otherwise terminates without payment or the delivery of such Shares, the Shares subject to such Award, to the extent of any such forfeiture or termination, shall again be available for grant under the Plan. For avoidance of doubt, however, if any Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance grant under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the Plan.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum aggregate number of Shares hereby reserved which may be delivered under the Plan shall not exceed 2,925,000 Shares (the “Available Shares”). For purposes of this Section 4.1(a), (i) each Share underlying an Option or SAR shall reduce the number of Shares remaining available for delivery under the Plan (the “Remaining Available Shares”) by one (1) Share (provided, that an SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall be 2,600,00 not reduce the number of Remaining Available Shares. Up to a maximum of 2,600,00 Shares may be ); and (ii) each Share delivered pursuant to an Award or Substitute Award (other than Shares delivered pursuant to an Award that reduced the exercise number of Incentive Stock Options granted hereunderRemaining Available Shares pursuant to clause (i) of this sentence) shall reduce the Remaining Available Shares by 1 Share. If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered Remaining Available Shares for purposes of the Plan; provided, that with respect to the forfeiture or termination of all or a portion of an Award other than an Option or SAR, the number of Remaining Available Shares shall be increased by 1 Share for each Share under such Award which is forfeited or terminated. For the avoidance of doubt, Xxxxxx used to satisfy tax withholding obligations shall not again be considered Remaining Available Shares. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Sharesis settled in cash, the Shares subject to such Award, to the extent of any such forfeiture or termination, Award that are not delivered shall again be available for grant under the Plan. For avoidance of doubt, however, if any considered Remaining Available Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the PlanPlan to the extent (and in the amount) that the number of Remaining Available Shares was previously reduced as a result of the grant of such Award.

Number of Shares Available for Grants. (a) Subject to adjustment as provided in Section 4.2 and except as provided in Section 5.6(b)4.2, the maximum aggregate number of Shares hereby reserved which may be delivered under the Plan shall not exceed 3,000,000 Shares (the “Available Shares”). For purposes of this Section 4.1(a), (i) each Share underlying an Option or SAR shall reduce the number of Shares remaining available for delivery under the Plan (the “Remaining Available Shares”) by one (1) Share (provided, that an SAR that, by its terms, from and after the Grant Date thereof, is payable only in cash shall be 2,600,00 not reduce the number of Remaining Available Shares. Up to a maximum of 2,600,00 Shares may be ); and (ii) each Share delivered pursuant to an Award or Substitute Award (other than Shares delivered pursuant to an Award that reduced the exercise number of Incentive Stock Options granted hereunderRemaining Available Shares pursuant to clause (i) of this sentence) shall reduce the Remaining Available Shares by 1 Share. If all or a portion of an Award is forfeited or otherwise terminates without the delivery of Shares (or Shares are returned to the Company in connection with such forfeiture or termination), the Shares underlying such Award (or portion thereof), or the Shares forfeited in connection with such Award (or portion thereof), shall again be considered Remaining Available Shares for purposes of the Plan; provided, that with respect to the forfeiture or termination of all or a portion of an Award other than an Option or SAR, the number of Remaining Available Shares shall be increased by 1 Share for each Share under such Award which is forfeited or terminated. For the avoidance of doubt, Xxxxxx used to satisfy tax withholding obligations shall not again be considered Remaining Available Shares. If any Shares subject to an Award granted hereunder (other than a Substitute Award granted pursuant to Section 5.6(b)) are forfeited or such Award otherwise terminates without payment or delivery of such Sharesis settled in cash, the Shares subject to such Award, to the extent of any such forfeiture or termination, Award that are not delivered shall again be available for grant under the Plan. For avoidance of doubt, however, if any considered Remaining Available Shares subject to an Award granted hereunder are withheld or applied as payment in connection with the exercise of an Award or the withholding or payment of taxes related thereto (“Returned Shares”), such Returned Shares will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for grant under the Plan. Moreover, the number of Shares available for issuance under the Plan may not be increased through the Company’s purchase of Shares on the open market with the proceeds obtained from the exercise of any Options granted hereunder. Upon settlement of an SAR, the number of Shares underlying the portion of the SAR that is exercised will be treated as having been delivered for purposes of determining the maximum number of Shares available for grant under the Plan and shall not again be treated as available for issuance under the Plan. Shares delivered pursuant to the Plan may be, in whole or in part, authorized and unissued Shares, or treasury Shares, including Shares repurchased by the Company for purposes of the PlanPlan to the extent (and in the amount) that the number of Remaining Available Shares was previously reduced as a result of the grant of such Award.