Common use of Stock Subject to the Plan Clause in Contracts

Stock Subject to the Plan. At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option or Stock Appreciation Right expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less than its Market Value, the shares not purchased by the Optionee or which are forfeited by the recipient or repurchased shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted under the Plan. In addition, settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grants.

Stock Subject to the Plan. At The number of shares of Stock allocated to the Plan and reserved to satisfy Awards under the Plan shall be the remainder of (i) three million seven hundred thousand (3,700,000) shares of Stock less (ii) the sum of (a) and (b) where (a) is the sum of the number of shares of Stock with respect to which options have been awarded under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan and the number of shares of Stock with respect to which options have been awarded under the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan, reduced by the number of shares of such Stock awarded pursuant to options which have expired, lapsed or been forfeited, and (b) is the number of shares of Stock awarded pursuant to a restricted stock agreement reduced by the number of shares of such Stock granted pursuant to awards which have expired, lapsed or been forfeited. The maximum number of shares of Stock subject to Awards which are Options and Stock Appreciation Rights which may be granted during a calendar year to a Participant shall be Three Hundred Thousand (300,000). Notwithstanding the preceding, in no time event shall the number of shares of Stock issued pursuant awarded to or subject to outstanding Awards granted Participants under the Plan (includingPlan, without limitation, pursuant to Incentive Options), nor when taken in combination with the number of outstanding shares of Common Stock previously issued pursuant by the Company, a Parent or Subsidiary to Incentive Optionsemployees of the Company, a Parent or Subsidiary, exceed the sum of (a) 500,000 limit specified in the Company Charter. The Company may, in its discretion, use shares of Stock plus (b) an annual increase to be added held in the treasury or shares acquired on the first day public market, if applicable, in lieu of each calendar year beginning on authorized but unissued shares. If any Award shall expire or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option or Stock Appreciation Right expires, terminates, or is cancelled terminate for any reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less than its Market Valuereason, the shares not purchased by subject to the Optionee or which are forfeited by the recipient or repurchased Award shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment purposes of the exercise Plan. Any shares of Stock which are used by a Participant as full or partial payment to the Company to satisfy a purchase price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant related to an Award granted under shall again be available for the purposes of the Plan. In addition, settlement of any Award shall not count against the foregoing limitations except to To the extent settled in any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation, such withheld shares shall again be available for the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval purposes of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock GrantsPlan.

Stock Subject to the Plan. At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, Subject to the provisions of Section 8 14 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 50,000,000 Shares. For purposes of applying the foregoing limitationThe Shares may be authorized, (a) if any Option or Stock Appreciation Right expires, terminatesbut unissued, or is cancelled for any reason reacquired Common Stock. If an Award expires or becomes unexercisable without having been exercised in full, or if any other Award or, with respect to Restricted Stock, is forfeited back to or repurchased by the recipient Company, the unpurchased Shares (or for Restricted Stock, the forfeited or repurchased shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to SARs, all shares which are the subject of an issued SAR shall cease to be available under the Plan, except for SARs which expire or become unexercisable without having been exercised in full. Shares that have actually been issued under the Plan under any Award shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at less than its Market Valuetheir original purchase price or are forfeited to the Company, such Shares shall become available for future grant under the Plan. For the avoidance of doubt, except for Awards which expire or become unexercisable without having been exercised in full, the shares following Shares shall not purchased by the Optionee or which are forfeited by the recipient or repurchased shall again be become available for Awards issuance under the Plan: (i) Shares tendered by Participants as full or partial payment to be the Company 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 and (b) if or upon any Option is exercised by delivering previously-owned shares in other payment or issuance of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted Shares under the Plan. In addition, settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grants.

Stock Subject to the Plan. At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, Subject to the provisions of Section 8 10 below, the maximum aggregate number of Shares that may be issued under the PlanPlan is [Plan Shares Authorized] Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. For purposes of applying The Shares issued under the foregoing limitationPlan may be authorized, (a) if any Option or Stock Appreciation Right expires, terminatesbut unissued, or is cancelled reacquired Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, or if is surrendered pursuant to an Option Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any other Award is forfeited Shares which are retained by the recipient Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased at less than its Market Value, the shares not purchased by the Optionee Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or which are forfeited repurchase by the recipient or repurchased Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted future grant under the Plan. In additionNotwithstanding the foregoing, settlement subject to the provisions of any Award Section 10 below, in no event shall not count against the foregoing limitations except maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent settled in allowable under Section 422 of the form of Stock. Code and the Treasury Regulations promulgated thereunder, any Shares of Stock issued that again become available for issuance pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval remaining provisions of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsthis Section 3.

Stock Subject to the Plan. At no time The stock to be offered under this Plan shall the number of ------------------------- be shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares Corporation's authorized but unissued Common Stock. The aggregate amount of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued or transferred pursuant to the Awards granted under this Plan shall be equal not exceed 2,000,000 shares, subject to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding adjustment as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of set forth in Section 8 of the Plan7.2. For purposes of applying the foregoing limitation, (a) if If any Option or and any related Stock Appreciation Right expires, terminates, shall lapse or is cancelled for any reason terminate without having been exercised in full, or if any other Common Stock subject to a Restricted Stock Award is forfeited by the recipient shall not vest or repurchased at less than its Market Valueany Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased shares not purchased by the Optionee or which are forfeited by the recipient or repurchased subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards to be granted under this Plan against the Plan number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and (bprovided, further, to the extent the Committee, in its discretion, determines it is appropriate to comply with the requirements of Section 162(m) if of the Code, including shareholder approval of the Plan, that with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is exercised by delivering previously-owned a "covered employee," as defined in Section 162(m) of the Code and the regulations promulgated thereunder, that is canceled, the number of shares in payment subject to such Option and Stock Appreciation Right shall continue to count against the maximum number of shares which may be the subject of Options and Stock Appreciation Rights granted to such Eligible Person. For purposes of the preceding sentence, if, after the grant, the exercise price thereforof an Option and/or the base amount of any Stock Appreciation Rights is reduced, including in a “net exercise”, all shares with request to which the Option is exercised such reduction shall be considered treated as a cancellation of such Option and Stock Appreciation Right, and the grant of a new Option and Stock Appreciation Right, as applicable, and both such deemed cancellation and grant shall reduce the maximum number of shares for which Options and Stock Appreciation Rights may be granted to have been issued pursuant to an Award granted under the Plan. In additionholder of such Option and Stock Appreciation Right, settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held required by the Company in its treasury. Following approval Section 162(m) of the Plan by Code and the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsregulations promulgated thereunder.

Stock Subject to the Plan. At no time The stock to be offered under this Plan shall the number of be shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor Corporation's authorized but unissued Common Stock. The aggregate amount of the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued or transferred pursuant to the Awards granted under this Plan shall be equal not exceed 3,000,000 shares, subject to the lesser of (x) 5.0% of the number of shares of adjustment as set forth in Section 7.2; provided that any Stock that Appreciation Rights granted concurrently in accordance with Section 4.1 are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase not subject to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if . If an Option and any Option or Stock Appreciation Right expires, terminates, shall lapse or is cancelled for any reason terminate without having been exercised in full, or if any other Common Stock subject to a Restricted Stock Award is forfeited by the recipient shall not vest or repurchased at less than its Market Valueany Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased or nontransferred shares not purchased by the Optionee or which are forfeited by the recipient or repurchased subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards to be granted under the Plan against the number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and (b) if provided, further, that, with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is exercised by delivering previously-owned a "covered employee" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of shares in payment subject to such Option and Stock Appreciation Right shall continue to count against the maximum number of shares which may be the subject of Options and Stock Appreciation Rights granted to such Eligible Person. For purposes of the preceding sentence, if, after grant, the exercise price thereforof an Option and/or the base amount of any Stock Appreciation Right is reduced, including in such reduction shall be treated as a “net exercise”cancellation of such Option and/or Stock Appreciation Right and the grant of a new Option and/or Stock Appreciation Right (if any), all shares with request to which and both the cancellation of the Option is exercised and/or Stock Appreciation Right and the new Option and/or Stock Appreciation Right shall reduce the maximum number of shares for which Options and Stock Appreciation Rights may be considered granted to have been issued pursuant to an Award granted under the Plan. In addition, settlement holder of any Award shall not count against the foregoing limitations except such Option and/or Stock Appreciation Right to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held required by the Company in its treasury. Following approval Section 162(m) of the Plan by Code and the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsregulations promulgated thereunder.

Stock Subject to the Plan. At no time The stock to be offered under this Plan shall the number of be shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor Corporation's authorized but unissued Common Stock. The aggregate amount of the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued or transferred pursuant to the Awards granted under this Plan shall be equal not exceed 2,000,000 shares, subject to the lesser of (x) 5.0% of the number of shares of adjustment as set forth in Section 7.2; provided that any Stock that Appreciation Rights granted concurrently in accordance with Section 4.1 are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase not subject to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if . If an Option and any Option or Stock Appreciation Right expires, terminates, shall lapse or is cancelled for any reason terminate without having been exercised in full, or if any other Common Stock subject to a Restricted Stock Award is forfeited by the recipient shall not vest or repurchased at less than its Market Valueany Common Stock subject to a Performance Share Award shall not have been transferred, the unpurchased or nontransferred shares not purchased by the Optionee or which are forfeited by the recipient or repurchased subject thereto shall again be available for purposes of this Plan; provided, however, that the counting of shares subject to Awards to be granted under the Plan against the number of shares available for further Awards shall in all cases conform to the requirements of Rule 16b-3 under the Exchange Act; and (b) if provided, further, that, with respect to any Option and any Stock Appreciation Right granted to any Eligible Person who is exercised by delivering previously-owned a "covered employee" as defined in Section 162(m) of the Code and the regulations promulgated thereunder that is canceled, the number of shares in payment subject to such Option and Stock Appreciation Right shall continue to count against the maximum number of shares which may be the subject of Options and Stock Appreciation Rights granted to such Eligible Person. For purposes of the preceding sentence, if, after grant, the exercise price thereforof an Option and/or the base amount of any Stock Appreciation Right is reduced, including in such reduction shall be treated as a “net exercise”cancellation of such Option and/or Stock Appreciation Right and the grant of a new Option and/or Stock Appreciation Right (if any), all shares with request to which and both the cancellation of the Option is exercised and/or Stock Appreciation Right and the new Option and/or Stock Appreciation Right shall reduce the maximum number of shares for which Options and Stock Appreciation Rights may be considered granted to have been issued pursuant to an Award granted under the Plan. In addition, settlement holder of any Award shall not count against the foregoing limitations except such Option and/or Stock Appreciation Right to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held required by the Company in its treasury. Following approval Section 162(m) of the Plan by Code and the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsregulations promulgated thereunder.

Stock Subject to the Plan. At no time shall As of the date of adoption of this Plan by the Board or the Committee, as applicable, the number of shares of Stock issued pursuant to or subject to outstanding available for Awards granted under the Plan shall be five hundred thousand (including, without limitation, pursuant to Incentive Options500,000), nor the . This maximum aggregate number of shares of Common Stock that may be issued under the Plan pursuant to Incentive OptionsAwards shall be increased, exceed the sum up to a maximum of two hundred ninety thousand (a290,000) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1additional shares, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to by the number of shares of Stock that may be issued subject to awards outstanding under the Stereotaxis, Inc. 2002 Stock Incentive Plan (“Prior Stock Plan”) as of the date hereof (“Prior Award Shares”) , but only to the extent such Prior Award Shares expire after the date of adoption of this Plan unexercised, or are forfeited after such date, with the expiration or forfeiture of an award under the Prior Stock Plan with respect to one share of Stock resulting in one share of Stock available for use or allocation to Awards granted pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the this Plan. The maximum number of shares of Stock that are issued and outstanding as subject to Awards which may be granted during a calendar year to a Participant shall be 1,000,000. The Company may, in its discretion, use shares of Stock held in the first day treasury in lieu of the calendar year, and (y) 1,200,000 authorized but unissued shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may . If any Award shall expire or terminate or be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option cancelled or Stock Appreciation Right expires, terminates, or is cancelled forfeited for any reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less than its Market Valuereason, the shares not purchased by subject to the Optionee or which are forfeited by the recipient or repurchased Award shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment purposes of the exercise Plan. Any shares of Stock which are tendered by a Participant as full or partial payment to the Company to satisfy a purchase price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant related to an Award granted under shall not be available for the purposes of the Plan. In additionTo the extent any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation or used to satisfy a purchase price related to an Option, settlement of any Award such withheld shares shall not count against be available for the foregoing limitations except to purposes of the extent settled in the form of StockPlan. Shares of Stock subject to the grant of a Stock Appreciation Right shall not become available again for issuance under this Plan upon exercise or settlement of such Stock Appreciation Right for a lesser number of shares. Awards that by their terms may only be settled in cash shall not reduce the number of shares available for purposes of the Plan, and if cash is issued in lieu of Stock pursuant to the Plan may be either authorized but unissued an Award, such shares or shares held by the Company in its treasurywill not become available again for issuance under this Plan. Following approval of the Plan by the stockholders in 2016, no more than 50% of All the shares of Stock reserved for issuance available under the Plan may be issued pursuant to Awards used for the grant of Restricted Stock, Restricted Incentive Stock Units, Performance Units or Stock GrantsOptions.

Stock Subject to the Plan. At no time Subject to adjustment as provided in Section 16 hereof, the maximum number of shares of Stock available for issuance under the Plan shall be 2.7 million. All such shares of Stock available for issuance under the Plan shall be available for issuance pursuant to Incentive Stock Options. Stock issued or to be issued under the Plan shall be authorized but unissued shares; or, to the extent permitted by applicable law, issued shares that have been reacquired by the Company. The Committee may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 4. If the Option Price of any Option granted under the Plan, or if pursuant to Section 17.3 the withholding obligation of any Grantee with respect to an Option or other Award, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation) or by withholding shares of Stock, the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under net of the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to tendered or withheld shall be added on deemed delivered for purposes of determining the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the maximum number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of available for delivery under the Plan. For purposes To the extent that an Award under the Plan is canceled, expired, forfeited, settled in cash, settled by issuance of applying fewer shares than the foregoing limitation, (a) if any Option or Stock Appreciation Right expires, terminatesnumber underlying the Award, or is cancelled for any reason otherwise terminated without having been exercised in full, or if any other Award is forfeited by delivery of shares to the recipient or repurchased at less than its Market ValueGrantee, the shares not purchased retained by or returned to the Company will be available under the Plan; and shares that are withheld from such an Award or separately surrendered by the Optionee or which are forfeited by the recipient or repurchased shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares Grantee in payment of the any exercise price therefor, including in a “net exercise”, all shares with request or taxes relating to which the Option is exercised such an Award shall be considered deemed to have been issued pursuant constitute shares not delivered to an Award granted the Grantee and will be available under the Plan. In addition, settlement in the case of any Award shall not count against the foregoing limitations except to the extent settled granted in the form assumption of Stock. Shares or in substitution for an award of Stock issued pursuant to the Plan may be either authorized but unissued shares a company or shares held business acquired by the Company or a subsidiary or affiliate or with which the Company or a subsidiary or affiliate combines, shares issued or issuable in its treasury. Following approval connection with such substitute Award shall not be counted against the number of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock GrantsPlan.

Stock Subject to the Plan. At no time shall Subject to the provisions of Section 10 below, the maximum aggregate number of shares of Stock Shares that may be issued pursuant to or subject to outstanding Awards granted under the Plan (includingis 105,633,002 Shares, without limitation, all of which Shares may be issued under the Plan pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on Options or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that which may be issued pursuant to Non-Statutory Stock Options, or as Restricted Shares. The Shares issued under the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar yearauthorized, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 of the Plan. For purposes of applying the foregoing limitation, (a) if any Option or Stock Appreciation Right expires, terminatesbut unissued, or is cancelled reacquired Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, or if is surrendered pursuant to an Option Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any other Award is forfeited Shares which are retained by the recipient Company upon exercise of an Award in order to satisfy the exercise or repurchased at less than its Market Value, purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the shares not purchased Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest by the Optionee or which are forfeited by Company at the recipient or repurchased original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to the Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted future grant under the Plan. In additionNotwithstanding the foregoing, settlement subject to the provisions of any Award Section 10 below, in no event shall not count against the foregoing limitations except maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent settled in allowable under Section 422 of the form of Stock. Code and the Treasury Regulations promulgated there under, any Shares of Stock issued that again become available for issuance pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval remaining provisions of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsthis Section 3.

Stock Subject to the Plan. At no time shall the number of shares of Stock issued pursuant to or subject to outstanding Awards granted under the Plan (including, without limitation, pursuant to Incentive Options), nor the number of shares of Common Stock issued pursuant to Incentive Options, exceed the sum of (a) 500,000 shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on or after January 1, 2007 equal to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, Subject to the provisions of Section 8 10 below, the maximum aggregate number of Shares that may be issued under the PlanPlan is [__________] Shares, all of which Shares may be issued under the Plan pursuant to Incentive Stock Options. For purposes of applying The Shares issued under the foregoing limitationPlan may be authorized, (a) if any Option or Stock Appreciation Right expires, terminatesbut unissued, or is cancelled reacquired Shares. If an Award should expire or become unexercisable for any reason without having been exercised in full, or if is surrendered pursuant to an Option Exchange Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available under the Plan for issuance pursuant to future Awards. In addition, any other Award is forfeited Shares which are retained by the recipient Company upon exercise of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards. Shares issued under the Plan and later forfeited to the Company due to the failure to vest or repurchased at less than its Market Value, the shares not purchased by the Optionee Company at the original purchase price paid to the Company for the Shares (including, without limitation, upon forfeiture to or which are forfeited repurchase by the recipient or repurchased Company in connection with the termination of a Participant’s Continuous Service Status) shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted future grant under the Plan. In additionNotwithstanding the foregoing, settlement subject to the provisions of any Award Section 10 below, in no event shall not count against the foregoing limitations except maximum aggregate number of Shares that may be issued under the Plan pursuant to Incentive Stock Options exceed the number set forth in the first sentence of this Section 3 plus, to the extent settled in allowable under Section 422 of the form of Stock. Code and the Treasury Regulations promulgated there under, any Shares of Stock issued that again become available for issuance pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval remaining provisions of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grantsthis Section 3.

Stock Subject to the Plan. At The number of shares of Stock allocated to the Plan and reserved to satisfy Awards under the Plan as of January 3, 2009 (the “Share Reserve”) shall be an aggregate of Three Million Two Hundred Thirty Thousand (3,230,000) shares of Stock in addition to shares of Stock subject to awards outstanding under (i) this Plan; (ii) the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan; and (iii) the Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan that may lapse, terminate, be forfeited or otherwise expire. Each share of Stock awarded pursuant to an Option shall reduce the Share Reserve by one (1) share. Each share of Stock subject to the exercised portion of a Stock Appreciation Right (whether the distribution upon exercise is made in cash, shares, or a combination of the two) shall reduce the Share Reserve by one (1) share. Each share of Stock awarded pursuant to Other Stock-Based Awards shall reduce the Share Reserve by 1.27 shares. The maximum number of shares of Stock subject to Awards which are Options and Stock Appreciation Rights which may be granted during a calendar year to a Participant shall be Three Hundred Thousand (300,000). Notwithstanding the preceding, in no time event shall the number of shares of Stock issued pursuant awarded to or subject to outstanding Awards granted Participants under the Plan (includingPlan, without limitation, pursuant to Incentive Options), nor when taken in combination with the number of outstanding shares of Common Stock previously issued pursuant by the Company, a Parent or Subsidiary to Incentive Optionsemployees of the Company, a Parent or Subsidiary, exceed the sum limit specified in the Company Charter. The Company may, in its discretion, use shares held in the treasury or shares acquired on the public market, if applicable, in lieu of (a) 500,000 authorized but unissued shares. Any shares of Stock plus (b) an annual increase to be added on the first day of each calendar year beginning on which are used by a Participant as full or after January 1, 2007 equal partial payment to the lesser of (i) 500,000 shares of Stock, and (ii) such lesser number as the Board may approve Company to satisfy a purchase price related to an Award shall not again be available for the fiscal year; provided, however, that beginning on January 1, 2010, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 5.0% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; provided, further, that beginning on January 1, 2017, the annual increase to the number of shares of Stock that may be issued pursuant to the Plan shall be equal to the lesser of (x) 2.5% of the number of shares of Stock that are issued and outstanding as of the first day of the calendar year, and (y) 1,200,000 shares of Stock; subject, however, to the provisions of Section 8 purposes of the Plan. For purposes of applying To the foregoing limitationextent any shares subject to an Award are not delivered to a Participant because such shares are used to satisfy an applicable tax-withholding obligation, (a) if any Option or Stock Appreciation Right expires, terminates, or is cancelled for any reason without having been exercised in full, or if any other Award is forfeited by the recipient or repurchased at less than its Market Value, the such withheld shares shall not purchased by the Optionee or which are forfeited by the recipient or repurchased shall again be available for Awards to be granted under the Plan and (b) if any Option is exercised by delivering previously-owned shares in payment purposes of the exercise price therefor, including in a “net exercise”, all shares with request to which the Option is exercised shall be considered to have been issued pursuant to an Award granted under the Plan. In addition, settlement of any Award shall not count against the foregoing limitations except to the extent settled in the form of Stock. Shares of Stock issued pursuant to the Plan may be either authorized but unissued shares or shares held by the Company in its treasury. Following approval of the Plan by the stockholders in 2016, no more than 50% of the shares of Stock reserved for issuance under the Plan may be issued pursuant to Awards of Restricted Stock, Restricted Stock Units, Performance Units or Stock Grants.