Amendment of Option Agreements. 3.1 This Amendment amends each Incentive Stock Option Agreement (the "Option Agreement or Agreements") listed below covering the grant to Employee of stock options for the purchase of the number of shares of common stock of the Company and at the exercise price per share specified below (as granted and in effect prior to the Company's recent one for 66.38 reverse stock split): Lee -3- 4 -------------------------------------------------------------------------------------------------------- Date of Grant Under Incentive Number of Shares Underlying Exercise Price Per Share Stock Option Agreement Option Grant (pre-split) (pre-split) -------------------------------------------------------------------------------------------------------- 6-21-99 1,000,000 $0.036 -------------------------------------------------------------------------------------------------------- 9-2-99 500,000 $0.13 -------------------------------------------------------------------------------------------------------- 10-19-99 3,500,000 $0.16 -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- The options ("Options") granted to Employee under the Option Agreements were granted under the Company's stock option plan as amended, now the 1999 Equity Incentive Plan (the "Plan"). Each of the Options shall vest and become exercisable as specified in Section 3 of each Option Agreement, as hereby amended. Employee and the Company each acknowledge that the number of shares underlying the Options and the applicable exercise price per share are pre-split numbers and the actual numbers have been adjusted to reflect the Company's recent one for 66.38 reverse stock split.
3.2 Section 3 of each Option Agreement is amended to provide for accelerated vesting of some or all of the Options upon the occurrence of a "Change in Control" or a Termination Event as provided in this Section 3.
Amendment of Option Agreements. Employer and Employee hereby agree that each Option Agreement is hereby amended to provide that, notwithstanding any provision thereof to the contrary, in the event of the termination of Employee’s employment by Employer for a reason other than for “Cause,” any stock options granted under one or more of the Plans shall become immediately vested, effective on the date of termination.
Amendment of Option Agreements. A new subsection (c) is hereby added to Section 5 of each of the Option Agreements to henceforth read as follows:
Amendment of Option Agreements. All holders of Options shall have entered into an Option Termination Agreement, for adequate consideration and in substantially the form attached hereto as EXHIBIT 4.15, waiving or amending the applicable provisions of the option agreements related to their respective Options to provide that the vesting of such Options shall not be accelerated or become immediately exercisable at the Closing.
Amendment of Option Agreements. The Committee may, to the extent consistent with the terms of any applicable Option Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Option theretofore granted or the associated Option Agreement, prospectively or retroactively; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Option theretofore granted shall not to that extent be effective without the consent of the affected Participant unless such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination is required by, or necessary to comply with, applicable law, tax or regulatory requirement; provided further, that without Unit Holder approval, except as otherwise permitted under Section 8, solely to the extent such Unit Holder approval is necessary to comply with any tax or regulatory requirement applicable to the Plan (including as necessary to comply with any rules or requirements of any securities exchange or inter-dealer quotation system on which the Units may be listed or quoted), the Committee may not take any action that is considered a “repricing” for purposes of the shareholder approval rules of the applicable securities exchange or inter-dealer quotation system on which the Units are listed or quoted.
Amendment of Option Agreements. The following provision is hereby incorporated into each Award Agreement providing for the award of an option under either of the Plans: “The Award shall become vested and, if applicable, exercisable in full upon the Optionee’s Termination of Service by the Company or any of its Affiliates without Cause whether before, on or after the consummation of the transactions contemplated by that certain Business Combination Agreement by and among Quidel Corporation, Coronado Topco, Inc., the Company, Laguna Merger Sub, Inc., Orca Holdco, Inc. and Orca Holdco 2, Inc. dated as of December 22, 2021.”
Amendment of Option Agreements. Iron Mountain has granted Executive several options (the “Options”) to purchase the common stock of Iron Mountain, par value $0.01 (the “Common Stock”), pursuant to option agreements between Iron Mountain and Executive (each, an “Option Agreement”). Section 3(c) of each of the following Option Agreements ((1) dated April 27, 2005 for 349,719 shares of Common Stock, (2) dated March 2, 2007 for 360,560 shares of Common and (3) dated June 5, 2008 for 322,318 shares of Common Stock, each as adjusted for stock dividends since the date of grant) is hereby amended and restated to read in its entirety as follows:
Amendment of Option Agreements. Wxxx and Calais hereby agree that the Option Agreements will each be amended as described in this Agreement.
Amendment of Option Agreements. The Company shall, prior to the Effective Time, have taken all actions, and obtained all consents and approvals, necessary (including, without limitation, to appropriately amend the Options pursuant to Section 8.15) to effect the cancellation, extinguishment and/or conversion of all Options.
Amendment of Option Agreements. To the extent that the provisions of this subsection are inconsistent with the provisions of Employee’s Option Agreements, Employee and ZS Pharma hereby amend those Option Agreements to include the provisions of this subsection, which supersede any inconsistent provisions of the Option Agreements.
