11.
Award Limitations
.
(a)
Annual Awards for Employees and Consultants
. Subject to adjustment as provided in Section 14, during any Fiscal Year, no
Employee or Consultant will be granted:
(i) Options or Stock Appreciation Rights covering more than 500,000 Shares during any Fiscal
Year, increasing to 750,000 Shares in the Fiscal Year of his or her initial service.
(ii) Shares of Restricted, Restricted Stock Units,
or Performance Shares covering more than 300,000 Shares during any Fiscal Year, increasing to 600,000 Shares in the Fiscal Year of his or her initial service.
(iii) Performance Units having an initial value greater than $500,000, increasing to $1,000,000 in the Fiscal Year of his or her initial
service.
(b)
Outside Director Limitations
. No Outside Director may be paid, issued or granted, in any Fiscal Year, cash
compensation and equity awards (including any Awards issued under this Plan) with an aggregate value greater than $500,000 increased to $1,000,000 in the Fiscal Year of his or her initial service as an Outside Director (in all cases, with the value
of each equity award based on its grant date fair value (determined in accordance with U.S. generally accepted accounting principles)). Any cash compensation paid or Awards granted to an individual while he or she was an Employee, or while he or she
was a Consultant but not an Outside Director, will not count for purposes of the limitations under this Section 11(b).
12.
Leaves
of Absence/Transfer Between Locations
. Unless the Administrator provides otherwise, or as otherwise required by Applicable Law, vesting of Awards granted hereunder will be suspended during any unpaid leave of absence, such that vesting shall
cease on the first day of any unpaid leave of absence and shall only recommence upon return to active services. A Participant will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or
(ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no such leave may exceed three (3) months, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then six (6) months following the first (1st) day of such leave any Incentive Stock Option held by the
Participant will cease to be treated as an Incentive Stock Option and will be treated for tax purposes as a Nonstatutory Stock Option.
13.
Transferability of Awards
. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award
transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.
14.
Adjustments;
Dissolution or Liquidation; Merger or Change in Control
.
(a)
Adjustments
. In the event that any dividend or other distribution
(whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up,
spin-off,
combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order
to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares
covered by each outstanding Award, and the numerical Share limits in Sections 3, 11(a), and 11(b).
(b)
Dissolution or
Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed
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