Common use of Lapsed Awards Clause in Contracts

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this Plan (unless this Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isused) pursuant to a Stock Appreciation Right will cease to be available under this Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that actually have been issued under this Plan under any Award will not be returned to this Plan and will not become available for future distribution under this Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings related to an Award will become available for future grant or sale under this Plan. To the extent an Award under this Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this Plan pursuant to Sections 3.2 and 3.3.

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isusedissued) pursuant to a Stock Appreciation Right will cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this the Plan (unless this the Plan has terminated). Shares that actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this the Plan. Shares otherwise issuable under an Award that are used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings related to an Award will become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this the Plan pursuant to Sections 3.2 and 3.3.

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isused) pursuant to a Stock Appreciation Right will cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this the Plan (unless this the Plan has terminated). Shares that actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company or are forfeited to the Company due to the failure to vest, such Shares will become available for future grant under this the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings related to an Award will become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this the Plan pursuant to Sections 3.2 and 3.3.

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Awards Units, is forfeited to or repurchased by the Company due to the failure to vestCompany, the unpurchased Shares (or for Awards other than Options or and Stock Appreciation Rights Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isused) pursuant to Upon exercise of a Stock Appreciation Right settled in Shares, the gross number of Shares covered by the portion of the Award so exercised will cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units Units, Performance Shares or Performance Awards Units are repurchased by the Company or are forfeited to the Company due to the failure to vestCompany, such Shares will become available for future grant under this the Plan. Shares used to pay the exercise or purchase price of an Award or and/or to satisfy the tax liabilities or withholdings withholding obligations related to an Award will not become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing reduce the number of Shares available for issuance under this the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares actually issued pursuant to Awards transferred under any Award Transfer Program will not be again available for grant under the Plan. Notwithstanding the foregoing andprovisions of this Section 3(b), subject to adjustment as provided in Section 15, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.13(a), plus, to the extent allowable under Code Section 422 of the Code and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the Plan under this Plan pursuant to Sections 3.2 and 3.3Section 3(b).

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Performance Shares or Performance Units, or Performance Awards is forfeited to or repurchased by the Company due to the failure to vestCompany, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights and SARs, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation RightsSARs, only Shares actually issued (i.e., the net Shares isused) pursuant to a Stock Appreciation Right will SAR as well as the Shares that represent payment of the exercise price shall each cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if unvested Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units Performance Shares or Performance Awards Units are repurchased by the Company or are forfeited to the Company due to the failure to vestCompany, such Shares will become available for future grant under this Planthe Plan (in accordance with the number of Shares by which the total number of Shares available for issuance was reduced pursuant to Section 4.1). Shares used to pay the tax and exercise price of an Award or to satisfy the tax liabilities or withholdings related to an Award will not become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 154.3, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will shall equal the aggregate Share number stated in Section 3.14.1, plus, to the extent allowable under Code Section 422 and of the U.S. Treasury Regulations promulgated thereunderCode, any Shares that become available for issuance under the Plan under this Plan pursuant to Sections 3.2 and 3.3Section 4.2.

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, or Performance Awards is forfeited back to or repurchased by the Company due to the failure to vestCompany, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights Restricted Stock, the forfeited or repurchased Sharesshares) which were subject thereto will shall become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation RightsSARs, only Shares actually all shares which are the subject of an issued (i.e., the net Shares isused) pursuant to a Stock Appreciation Right will SAR shall cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available , except for future grant SARs which expire or sale under this Plan (unless this Plan has terminated)become unexercisable without having been exercised in full. Shares that have actually have been issued under this the Plan under any Award will shall not be returned to this the Plan and will shall not become available for future distribution under this the Plan; provided, however, except that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units or Performance Awards are repurchased by the Company at their original purchase price or are forfeited to the Company due to the failure to vestCompany, such Shares will shall become available for future grant under this the Plan. Shares used to pay For the exercise price avoidance of an Award doubt, except for Awards which expire or to satisfy the tax liabilities or withholdings related to an Award will become available for future grant or sale under this Plan. To the extent an Award under this Plan is paid out unexercisable without having been exercised in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 15full, the maximum number of following Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.1, plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder, any Shares that shall not become available for issuance under this the Plan: (i) Shares tendered by Participants as full or partial payment to the Company upon exercise of Options granted, or shares repurchased using cash proceeds upon exercise of Options granted, under the Plan; (ii) Shares reserved for issuance upon the grant of SARs, to the extent the number of reserved Shares exceeds the number of Shares actually issued upon exercise of the SARs; and (iii) Shares withheld by, or otherwise remitted to, the Company to satisfy a Participant’s tax withholding obligations upon the lapse of restrictions on Restricted Stock or the exercise of options or SARs granted under the Plan pursuant to Sections 3.2 and 3.3or upon any other payment or issuance of Shares under the Plan.

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Awards Shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation Rights, only Shares actually issued (i.e., the net Shares isusedissued) pursuant to a Stock Appreciation Right will cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this the Plan (unless this the Plan has terminated). Shares that have actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units Units, Performance Shares or Performance Awards Units are repurchased by the Company or are forfeited to the Company due to the failure to vestCompany, such Shares will become available for future grant under this the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings withholding obligations related to an Award will become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 1514, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.13(a), plus, to the extent allowable under Code Section 422 of the Code and the U.S. Treasury Regulations promulgated thereunder, any Shares that become available for issuance under this the Plan pursuant to Sections 3.2 3(b) and 3.33(c).

Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Awards Units, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased Shares (or for Awards other than Options or Stock Appreciation Rights Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under this the Plan (unless this the Plan has terminated). With respect to Stock Appreciation Rights, only the gross number of Shares actually issued (i.e., covered by the net Shares isused) pursuant to a Stock Appreciation Right portion of the Award so exercised will cease to be available under this the Plan; all remaining Shares under Stock Appreciation Rights will remain available for future grant or sale under this Plan (unless this Plan has terminated). Shares that have actually have been issued under this the Plan under any Award will not be returned to this the Plan and will not become available for future distribution under this the Plan; provided, however, that if Shares issued pursuant to Awards of Restricted Stock, Restricted Stock Units Units, Performance Shares or Performance Awards Units are repurchased by the Company or are forfeited to the Company due to the failure to vestCompany, such Shares will become available for future grant under this the Plan. Shares used to pay the exercise price of an Award or to satisfy the tax liabilities or withholdings withholding obligations related to an Award will not become available for future grant or sale under this the Plan. To the extent an Award under this the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under this the Plan. Notwithstanding anything in the Plan or any Award Agreement to the contrary, Shares issued pursuant to Awards transferred under any Exchange Program, subject to stockholder approval as set forth in Section 4(b)(vi), will not be again available for grant under the Plan. Notwithstanding the foregoing and, subject to adjustment as provided in Section 1519, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options will equal the aggregate Share number stated in Section 3.13(a), plus, to the extent allowable under Code Section 422 and the U.S. Treasury Regulations promulgated thereunder422, any Shares that become available for issuance under this the Plan pursuant to Sections 3.2 and 3.3this Section 3(c).