Table of Contents
Limits. No person may be granted awards covering more than 1,000,000 shares of our common stock under the 2016 Plan during
any calendar year
pursuant to an appreciation-only stock award. An appreciation-only stock award is a stock award whose value is determined by reference to an increase over an exercise or strike price of at least 100%
of the fair market value of our common stock on the date of grant. A stock option with an exercise price equal to the value of the stock on the date of grant is an example of an appreciation-only
award. Additionally, no person may be granted in a calendar year a performance stock award covering more than 1,000,000 shares or a performance cash award having a maximum value in excess of
$2,000,000. 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. In
addition, the maximum number of shares of our common stock subject to stock awards granted under the 2016 Plan during any one calendar year to any non-employee director, taken together with any cash
fees paid by us to such non-employee director during such calendar year for service on our board of directors, will not exceed $500,000 in total value, or, with respect to the calendar year in which a
non-employee director is first appointed or elected to our board of directors, $1,200,000.
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 will be shares of authorized but unissued or reacquired common stock, including shares repurchased by us 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
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.