Common use of Acknowledgement and Agreement Clause in Contracts

Acknowledgement and Agreement. The Company and Optionee are parties to a Nonqualified Stock Option Agreement (the “Prior Agreement”), made as of (the “Date of Grant”). The parties acknowledge that the purpose of this Agreement, which is an amendment and restatement of the Prior Agreement, is to modify the vesting provisions of the Prior Agreement to read as set forth in Section 5 of this Agreement, provided that nothing contained in this Agreement shall (a) constitute a new grant of the option granted to Optionee under the Prior Agreement or (b) otherwise affect the Date of Grant. In consideration of the modified vesting provisions as set forth in Section 5 of this Agreement, Optionee releases the Company, each of its Subsidiaries and Affiliates, and Cortec, and each of their respective successors or assigns, and each partner, officer, director and employee of each of them, from any claim, liability or obligation arising out of or relating to the Prior Agreement. This Agreement shall completely amend, restate and replace the Prior Agreement as of the date hereof.

Acknowledgement and Agreement. The Company and Optionee are parties to a Nonqualified Stock Option Agreement (the “Prior Agreement”), made as of June 15, 2012 (the “Date of Grant”). The parties acknowledge that the purpose of this Agreement, which is an amendment and restatement of the Prior Agreement, is to modify the vesting provisions of the Prior Agreement to read as set forth in Section 5 of this Agreement, provided that nothing contained in this Agreement shall (a) constitute a new grant of the option granted to Optionee under the Prior Agreement or (b) otherwise affect the Date of Grant. In consideration of the modified vesting provisions as set forth in Section 5 of this Agreement, Optionee releases the Company, each of its Subsidiaries and Affiliates, and Cortec, and each of their respective successors or assigns, and each partner, officer, director and employee of each of them, from any claim, liability or obligation arising out of or relating to the Prior Agreement. This Agreement shall completely amend, restate and replace the Prior Agreement as of the date hereof.