(b) Ten-Percent Stockholders. A person who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the Date of Grant and (ii) such ISO by its terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Code Section 424(d) shall be applied.
SECTION 4. STOCK SUBJECT TO PLAN.
(a) Basic Limitation. Not more than 46,287,107 Shares, which includes 12,205,519 Shares plus up to 101,220 Shares subject to outstanding options under the Companys 2004 Stock Plan (the 2004 Plan) to the extent they are added to the Plan pursuant to Section 4(b) plus up to 33,980,388 Shares subject to outstanding options under the Companys 2001 Stock Plan (the 2001 Plan and together with the 2004 Plan, the Prior Plans) to the extent they are added to the Plan pursuant to Section 4(b), may be issued under the Plan, subject to Subsection (b) below and Section 8(a).(2) All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Awards outstanding at any time under the Plan may not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered under the Plan may be authorized but unissued Shares or treasury Shares.
(b) Additional Shares. In the event that Shares previously issued under the Plan are reacquired by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise would have been issuable under the Plan are withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option, Restricted Stock Unit or other right for any reason expires or is canceled before being exercised or settled in full, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit or other right shall be added to the number of Shares then available for issuance under the Plan. To the extent a Restricted Stock Unit is settled in cash, the cash settlement shall not reduce the number of Shares remaining available for issuance under the Plan. Any Share subject to an outstanding option under the Prior Plans, as they may be amended, that subsequently expires, or is cancelled, terminated or forfeited for any reason without having been exercised or is repurchased by the Company shall be automatically, and without any further action on the part of the Company or any grantee, added to the pool of reserved Shares hereunder and be available for grant for the purpose of this Plan (unless this Plan shall have been terminated) unless the Board determines otherwise.
SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.
(a) Stock Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the Grantee and the Company.
(2) Please refer to Exhibit A for a schedule of the initial share reserve and any subsequent increases in the reserve.