A grant-date fair value limit of $700,000 per year will apply to awards to non-employee directors. For additional information, see the discussion below under "Description of the 2018 Plan-Award Limits."
Description of the 2018 Plan
The following sets forth a description of the material features and terms of the 2018 Plan, as proposed to be amended. The following summary is qualified in its entirety by reference to the full text of the 2018 Plan, as amended, which is attached hereto as Appendix B.
Authorized Shares; Share Counting Provisions
The maximum aggregate number of shares that may be subject to awards granted under the 2018 Plan is [ _________ ] shares, plus, subject to certain limitations, shares covered by awards granted under the 2018 Plan or previously granted under the LTSIP that are forfeited, expire or lapse, or are repurchased for or paid in cash. If the 2018 Plan is approved, no future grants will be made under the LTSIP.
In general, when awards granted under the 2018 Plan or the LTSIP expire, lapse, are forfeited or are paid in cash, the shares reserved for those awards are returned or added, as applicable, to the share reserve and available for future issuance under the 2018 Plan. However, the 2018 Plan does not allow the share pool available for incentive grants to be recharged or replenished with shares that:
are tendered or withheld to satisfy the exercise price of an option or stock appreciation rights;
are tendered or withheld to satisfy withholding obligations for any award;
are subject to a stock appreciation right but are not issued in connection with the stock settlement of the stock appreciation right; or
the Company purchases on the open market with cash proceeds from the exercise of options.
Dividend equivalents paid in cash will not be counted against the number of shares reserved under the 2018 Plan. In addition, awards granted under the 2018 Plan in substitution for any options or other stock or stock-based awards granted by an entity before the entity's merger or consolidation with us or our acquisition of the entity's property or stock will not reduce the shares available for grant under the 2018 Plan, but will count against the maximum number of shares that may be issued upon the exercise of incentive stock options.
The 2018 Plan is administered by our Board, which may delegate its duties and responsibilities to one or more committees of our directors and/or officers (referred to collectively as the plan administrator), subject to the limitations imposed under the 2018 Plan, Section 16 of the Exchange Act, stock exchange rules and other applicable laws. The plan administrator has the authority to take all actions and make all determinations under the 2018 Plan, to interpret the 2018 Plan and award agreements and to adopt, amend and repeal rules for the administration of the 2018 Plan as it deems advisable. The plan administrator also has the authority to determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the 2018 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2018 Plan.
The 2018 Plan includes annual limits on awards that may be granted to our non-employee directors. The maximum aggregate grant date fair value, as determined in accordance with FASB ASC Topic 718 (or any successor thereto), of all equity and cash-based awards granted to a non-employee director for services as a director under the 2018 Plan during any fiscal year may not exceed $700,000 per year (or $1,400,000 in the fiscal year of a director's initial service). Notwithstanding the foregoing, in no event will more than the authorized number of shares available for issuance under the 2018 Plan be granted to any one person during any fiscal year of the Company.