Except as expressly limited by the 2021 Plan, the authority of the Grantor includes the authority to determine the timing of awards, to select the recipients of awards, and to determine the terms of each award, including, among other things, any modifications of awards, applicable restrictions, termination and vesting conditions, provided however, that to the extent vesting provisions are addressed by an employment agreement, such employment agreement controls.
The Compensation Committee may delegate to one or more members of the Board or to executive officers of the Company, the authority to grant awards, determine the terms of such awards, amend existing awards and exercise other administrative discretion granted to the Board or the Compensation Committee under the terms of the 2021 Plan, provided, however, that no persons delegated the authority shall exercise it with respect to any person subject to Section 16 of the Securities Exchange Act, or any person to whom such authority has been granted. The Committee may set restrictions and limitations on the discretion such delegatees are granted, and the Committee may revoke such authority at any time.
Number of Shares Available for Issuance. As of the Effective Date, a total of 1,900,000 shares of our common stock will be authorized and available for awards granted under the 2021 Plan, less one share for every one share that was subject to an award granted under the 2015 Plan after December 31, 2020 and prior to the Effective Date. A maximum of 1,900,000 shares may be granted as incentive stock options under the 2021 Plan. The Compensation Committee or the Board may adjust the aggregate 1,900,000 limit and the number of shares under outstanding awards if it determines that an extraordinary dividend, recapitalization, stock split, merger, consolidation or other similar corporate transaction or event equitably requires an adjustment.
In addition to the 1,900,000 shares available under the 2021 Plan, any shares reserved for awards granted under the 2015 Plan prior to December 31, 2020 (and any awards granted under the 2015 Plan after December 31, 2020 and before the effective date of the 2021 Plan) that are forfeited or cancelled after December 31, 2020 shall be added to the shares available for grants under the 2021 Plan.
The limits on the authorized shares under the 2021 Plan will not apply with respect to any awards of stock options, stock appreciation rights, restricted stock and restricted stock units, or other awards in our common stock in substitution for awards under a stock plan of any entity acquired by the Company. The terms of such substitute awards may conform to the terms of the original award, even if inconsistent with the terms of the 2021 Plan. The number and exercise price of such substituted awards may be based on any exchange ratio or valuation used in such acquisition transaction. The number of shares reserved under such substitute awards shall not be counted against the limit under the 2021 Plan.
Share Counting. Shares available under the 2021 Plan are reduced by one share for each share underlying an award, including stock options, restricted stock or units and performance stock or units. Shares available under the 2021 Plan are reduced by the aggregate shares exercised pursuant to a settled stock appreciation right and not the net number of shares issued upon exercise. Shares withheld for taxes, shares tendered to pay the exercise price of an option, and shares reacquired by the company with amounts received from exercise of an option will not be added back to the 2021 Plan.
Types of Awards and Limits. The 2021 Plan provides for the issuance of incentive stock options to our key employees and nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents, and stock payments to our non-employee directors, key employees and consultants. Rights to awards may be contingent on the satisfaction of performance criteria (“Performance Criteria”) determined by the Grantor. The 2021 Plan permits the Compensation Committee to specify any reasonable definition of the financial and non-financial measures it uses, to make reasonable adjustments to such measures, and to include or exclude certain items. The Committee may exercise discretion to increase or decrease any amount intended as performance-based compensation. Additionally, such Performance Criteria may be calculated without regard to extraordinary, unusual and/or non-recurring items, and may be based on non-financial and subjective Performance Criteria.
Stock Options. The 2021 Plan provides for two types of stock options: incentive stock options and non-qualified stock options. The differences between incentive stock options and non-qualified stock options relate mainly to their tax treatment under the Code (see “U.S. Tax Consequences” below). A stock option gives the holder the right to receive a designated number of shares of our common stock during the period that the option is exercisable upon payment of the exercise price for the stock options, subject to the terms and conditions that the Grantor, in its sole discretion, shall determine at the time the award is made. The per share exercise price of an option may not be less than