GVHR » Topics » Stock Subject to the Plan.

This excerpt taken from the GVHR DEF 14A filed Apr 17, 2008.

Stock Subject to the Plan.

        A total of 2,000,000 shares of common stock (the "Maximum Plan Shares") are currently reserved for issuance under the Plan.

        Each Stock Incentive granted under the Plan prior to the "400,000 share limit" (as described below) being exhausted, shall reduce the Maximum Plan Shares by one share for every one share subject to the Stock Incentive. After the "400,000 share limit" is exhausted, each Stock Incentive granted under the Plan (i) as an Option or Stock Appreciation Right shall reduce the Maximum Plan Shares by one share of Stock for every one share subject to the Stock Incentive and (ii) that may result in the issuance of Stock, other than as an Option or Stock Appreciation Right, shall reduce the Maximum Plan Shares by three shares of Stock for every one share subject to the Stock Incentive. For this purpose, after the "400,000 share limit" is exhausted, the number of shares of Stock taken into account with respect to a Stock Appreciation Right shall be the number of shares underlying the grant and not the number of shares delivered upon exercise of the Stock Appreciation Right.

        The shares of Stock deducted from the Maximum Plan Shares (and the "400,000 share limit," if applicable) that are attributable to the nonvested, unpaid, unexercised, unconverted or otherwise unsettled portion of any applicable Stock Incentive that is forfeited or cancelled or expires or terminates for any reason without becoming vested, paid, exercised, converted or otherwise settled in full shall be restored and again be available for purposes of the Plan. In addition, to the extent a Stock Incentive is settled in cash, rather than by the issuance of shares of Stock, the number of shares deducted against the Maximum Plan Shares (and the "400,000 share limit," if applicable) with respect thereto shall be restored and again be available for purposes of the Plan.

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