Table of Contents
no person may be granted in a calendar year a performance stock award covering more than shares or a performance cash award having
a maximum value in excess of
$ . Such limitations are designed to help assure that any deductions to which we would otherwise be entitled with respect to such
awards will not be subject to the $1 million
limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code.
Reversion of Shares. If a stock award granted under the 2016 Plan expires or otherwise terminates without being exercised in
full, or is settled in
cash, the shares of our common stock not acquired pursuant to the stock award will again become available for subsequent issuance under the 2016 Plan. In addition, the following types of shares under
the 2016 Plan will become available for the grant of new stock awards under the 2016 Plan:
- shares that are forfeited to or repurchased by us prior to becoming fully vested;
- shares withheld to satisfy income and employment withholding taxes; and
- shares used to pay the exercise price or purchase price of a stock award.
issued under the 2016 Plan may be previously unissued shares or reacquired shares bought on the open market.
Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer the 2016
Plan. Our board of
directors may also delegate to one or more of our officers the authority to (1) designate employees (other than other officers) to be recipients of certain stock awards, and
(2) determine the number of shares of common stock to be subject to such stock awards. Subject to the terms of the 2016 Plan, our board of directors or the authorized committee thereof,
referred to herein as the plan administrator, determines recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock awards, including the
period of their exercisability and vesting schedule applicable to a stock award. Subject to the limitations set forth below, the plan administrator will also determine the exercise price, strike price
or purchase price of awards granted and the types of consideration to be paid for the award.
plan administrator has the authority to modify outstanding awards under our 2016 Plan. Subject to the terms of our 2016 Plan, the plan administrator has the authority to reduce the
exercise, purchase or strike price of any outstanding stock award, cancel any outstanding stock award in exchange for new stock awards, cash or other consideration, or take any other action that is
treated as a repricing under generally accepted accounting principles, with the consent of any adversely affected participant.
Stock Options. Incentive and nonstatutory stock options are granted pursuant to stock option agreements adopted by the plan
administrator. The plan
administrator determines the exercise price for a stock option, within the terms and conditions of the 2016 Plan, provided that the exercise price of an incentive stock option and nonstatutory stock
option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2016 Plan vest at the rate specified by the plan administrator.