Table of Contents
vesting of an outstanding award may be accelerated upon the occurrence of a change in control, whether or not the award is to be assumed or replaced in the transaction, or in
connection with a termination of service following a change in control transaction.
change in control includes:
- any person acquiring beneficial ownership of more than 50% of our total voting power;
- the sale or other disposition of all or
substantially all of our assets; or
- our merger or consolidation after which our voting securities represent 50% or less of the total voting power of the
surviving or acquiring entity.
Changes in Capitalization. In the event of certain changes in our capital structure without our receipt of consideration, such as a
reverse stock split or dividend paid in common stock, proportionate adjustments will automatically be made to:
- the maximum number and kind of shares available for issuance under the 2014 Plan, including the maximum number and kind of
shares that may be issued upon the exercise of incentive stock options;
- the maximum number and kind of shares covered by, and exercise price, base price or purchase price, if any,
each outstanding stock award.
- the maximum number and kind of shares by which the share reserve may increase automatically each year; and
- the maximum number and kind of shares subject to stock awards that may be granted to a participant in a fiscal year (as
established under the 2014 Plan pursuant to Section 162(m) of the Internal Revenue Code).
the event that there is a declaration of an extraordinary dividend payable in a form other than our common stock in an amount that has a material effect on the price of our common
stock, a recapitalization, a spin-off or a similar occurrence, the compensation committee may make such adjustments to any of the foregoing as it deems appropriate, in its sole discretion.
Amendments or Termination. Our board of directors may amend or terminate the 2014 Plan at any time. If our board of directors amends
the 2014 Plan,
it does not need stockholder approval of the amendment unless required by applicable law, regulation or rules. The 2014 Plan will terminate automatically 10 years after the later of the date
when our board of directors adopted the 2014 Plan or approved the latest share increase that was also approved by our stockholders.
Our 2013 Stock Plan, or the 2013 Plan, was adopted by our board of directors in November 2013 and approved by our stockholders. No
further awards will be made under our 2013 Plan following this offering. However, awards outstanding under our 2013 Plan following this offering will continue to be governed by their existing terms.
Share Reserve. 12,205,519 shares of our common stock have been reserved for issuance under the 2013 Plan, plus up to a maximum of
subject to options granted under our 2004 Plan and up to a maximum of 33,763,199 shares subject to outstanding options granted under our 2001 Plan that are forfeited, expire or are cancelled or
terminated or which result in the forfeiture or repurchase of shares back to the Company. As of June 30, 2014, options to purchase 7,912,279 shares of our common stock were outstanding under
the 2013 Plan, 9,000,000 shares of common stock were subject to RSUs outstanding under the 2013 Plan and 1,070,687 shares of common stock remained available for issuance under our 2013 Plan. Shares
subject to awards that cease to be outstanding, or shares that the company reacquires at not more than the original issuance price, generally again become available for issuance under the 2013 Plan.