However, this share reserve will be reduced by one share for every one share that was subject to an equity award granted under the Predecessor Plan after February 8, 2022 and prior to the Plan Effective Date.
Shares subject to outstanding awards under the 2022 Plan or the Predecessor Plan that expire, are forfeited or cancelled or otherwise terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2022 Plan.
In addition, the following share counting procedures will apply in determining the number of shares of common stock available from time to time for issuance under the 2022 Plan:
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Should the exercise price of an option granted under the 2022 Plan be paid in shares of common stock (whether through the withholding of a portion of the otherwise issuable shares or through tender of actual outstanding shares), then in each such case, the tendered or withheld shares will not be added to the shares reserved for issuance under the 2022 Plan.
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Should shares of common stock be withheld by us (or delivered by the participant) in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or exercise or settlement of an award granted under the 2022 Plan, then the number of shares so withheld will not be added to the shares available for issuance under the 2022 Plan.
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Upon the exercise of any stock appreciation right granted under the 2022 Plan, the share reserve will be reduced by the gross number of shares subject to the award.
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Shares tendered to pay the exercise price of, or to satisfy a participant’s tax withholding obligations with respect to, a stock option or other award, will not be available for subsequent issuance under the Plan.
The maximum number of shares which may be issued pursuant to options intended to qualify as incentive stock options under the federal tax laws shall be limited to 3,233,062 shares.
The plan administrator may grant awards in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company or with which the Company combines. Such substitute awards will not reduce the shares authorized for issuance under the 2022 Plan (but will count against the aggregate number of incentive stock options available for awards, as described above). Additionally, subject to applicable stock exchange requirements, if the acquired company’s equity plan has shares available, such shares may be available for grant under the 2022 Plan, which will not reduce (or be added back to) the shares authorized for issuance under the 2022 Plan.
The shares issuable under the 2022 Plan may be made available from our authorized but unissued shares or from shares that we acquire, including shares purchased on the open market.
Participant Award Limits. The maximum number of shares which may be issued pursuant to awards that are settled in shares and granted to any person under the 2022 Plan in any calendar year shall not exceed 500,000 shares.
For awards denominated in terms of cash dollars, the maximum dollar amount for which such awards may be made to such person in any calendar year shall not exceed $5,000,000, with such limitation to be measured at the time the award is made and not at the time the award becomes payable.
The maximum aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial reporting rules) of all awards made to a non-employee director under the 2022 Plan in a single calendar year, taken together with any cash retainer paid to such non-employee director in respect of such calendar year, shall not exceed $500,000 in total value.
Awards
The plan administrator has complete discretion to determine (a) which eligible individuals are to receive awards, (b) the type, size, terms and conditions of the awards to be made, (c) the time or times when those awards are to be granted, (d) the number of shares or amount of payment subject to each such award, (e) the time when the award is to become exercisable, (f) the status of any granted option as either an incentive stock option or a non-statutory option under the federal tax laws, (g) the maximum term for which the award is to remain outstanding, (h) the vesting and issuance schedules applicable to the shares which are the subject of the award, (i) the cash consideration (if any) payable per share subject to the award and the form (cash or shares) in which the award is to be settled and (j) with respect to performance-based awards, the performance objectives, the amounts payable at one or more levels of attained performance, any applicable service vesting requirements, and the payout schedule.
Stock Options. Each granted option will have an exercise price per share determined by the plan administrator, but the exercise price will not be less than 100% of the fair market value of the option shares on the grant date. No granted option will have a term in excess of ten years. The shares subject to each option will generally vest in one or more installments over a specified period of