Prior Plan Returning Shares

Prior Plan Returning Shares. Any High-Vote Shares subject to outstanding Prior Plan Awards that would, but for Section 3(a) hereof, subsequently return to the share reserve of the Prior Plan under the terms of such Prior Plan Award (including, without limitation, as the result of forfeiture, repurchase, expiration or retention by the Company in order to satisfy such Prior Plan Award's exercise price or tax withholding obligations).