Table of Contents
under the company's bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting
principles; (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; (12) to exclude the
effect of any other unusual, non-recurring gain or loss or other extraordinary item; and (13) to exclude the effects of the timing of acceptance for review and/or approval of submissions to the
FDA or any other regulatory body.
Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to, or otherwise
based on our common stock.
The plan administrator will set the number of shares under the award and all other terms and conditions of such awards.
Adjustment Provisions. In the event that there is a specified type of change in our capital structure,
such as a stock split or recapitalization, the plan administrator will make appropriate adjustments to the class and maximum number of shares of our common stock subject to the 2016 Plan, the
class and maximum number of shares of our common stock by which the share reserve is to increase automatically each year the class and maximum number of shares of our common stock that may be issued
upon the exercise of incentive stock options, the class and maximum number of shares of our common stock subject to stock awards that can be granted to any person in a calendar year (as established
under the 2016 Plan pursuant to Section 162(m) of the Code), and the class, number of shares and price per share of common stock subject to outstanding stock awards.
Corporate Transactions. In the event of certain specified significant corporate transactions (or a change in control, as
described below), the plan
administrator may take any one or more of the following actions as to outstanding awards, or as to a portion of any outstanding award under the 2016
- arrange for the assumption, continuation or substitution of a stock award by a surviving or acquiring entity or parent company;
- arrange for the assignment of any reacquisition or repurchase rights held by us to the surviving or acquiring entity or parent
- accelerate the vesting of the stock award and provide for its termination prior to the effective time of the transaction;
- arrange for the lapse of any reacquisition or repurchase rights held by us with respect to the stock award;
- cancel or arrange for the cancellation of the stock award in exchange for such cash consideration, if any, as our plan administrator
may deem appropriate; and
- make a payment equal to the excess, if any, of the value of the property the participant would have received upon exercise of the
stock award immediately prior to the effective time of the transaction over any exercise price otherwise payable by the participant in connection with such exercise.
Change in Control. In addition to the above, the plan administrator may provide, in an individual award agreement, that the
stock award will be
subject to additional acceleration of vesting and exercisability in the event of a certain specified change in control. However, in the absence of such a provision, no such acceleration of the stock
award will occur.