Amendment of Options. The Options may be amended by the Company’s Compensation Committee at any time (i) if the Company’s Compensation Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
Amendment of Options. The Options may be amended by the Board at any time (i) if the Board determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
Amendment of Options. (a) By executing this Agreement, the --------------------- Company and the Optionholder hereby amend the agreements evidencing the Company Options as set forth in paragraph 3(b), which amendments shall become effective only if, and upon, the consummation of the transactions contemplated by the Formation Agreement. The Optionholder hereby acknowledges that he or she has received, and has had an opportunity to review with his or her financial or other advisors, the Option Amendment Memorandum dated January [ ], 1999, furnished to him or her by the Company.
(b) The terms of the agreements evidencing the Company Options, as amended, shall provide that, upon the effectiveness of the Merger, each Company Option shall, without any action on the part of the Optionholder, the Company or any other person or entity, be automatically exercised, on a cashless basis, and the Optionholder shall receive for such Company Option an amount in cash equal to (i) the excess, if any, of (x) the consideration 106 paid in the Merger in respect of each outstanding share of Company Common Stock over (y) the exercise price per share of Company Common Stock subject to such Company Option multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option.
(c) The Optionholder hereby agrees that all amounts payable in respect of the Company Options, as amended pursuant to the terms of paragraph 3(b), shall be subject to any required withholding of taxes and shall not bear interest.
(d) The Optionholder hereby further agrees that, upon the effectiveness of the amendments to the agreements evidencing the Company Options pursuant to the terms of paragraph 3(b), the Optionholder shall not have any right to receive any capital stock of the Company or any other entity under such agreements (or the Company Options) or to receive any consideration other than, for each Company Option, the amount in cash as provided in paragraph 3(b).
Amendment of Options. The Board at any time, and from time to time, may amend the terms of your Option; PROVIDED, HOWEVER, that the rights under your Option shall not be impaired by any such amendment unless without your prior written consent.
Amendment of Options. The Company represents and warrants to the Executive that (i) this Agreement has been duly and validly approved by the Board of Directors of the Company and, if necessary, the compensation committee of the Company, and (ii) any and all Board of Directors, compensation committee or other corporate actions that may be required to approve and give effect to this Agreement and the terms set forth herein, including without limitation the amendment to the Legacy Certificate described in Sections 2.1(v) and 2.3 and any amendment to the Stock Option Plan that may be necessary to give effect to the provisions of Sections 2.1(v) and 2.3, have been taken.
Amendment of Options. The Board shall have the right in its sole and absolute discretion to accelerate the vesting of any and all of the Options at any time or from time to time. In addition, the Options may be amended by the Compensation Committee at any time (i) if the Compensation Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option, or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.
Amendment of Options. All of Executive's stock options outstanding on the Effective Date, whether vested or unvested, if not previously exercised, are hereby amended in the following two respects: (i) each option will remain exercisable for the remainder of its original term, unless Executive is terminated for Cause or resigns without Good Reason prior to December 31, 2006, and (ii) the per-share exercise price of each such option is hereby increased, if applicable, to the Fair Market Value (as defined in the stock option plan under which such option was granted) as of October 18, 2006, the date on which the Compensation Committee of the Company's Board of Directors approved the amendment to the options.
Amendment of Options. 50 4.11 Officers and Employees of the Company............................................ 50 4.12
Amendment of Options. The Company acknowledges that the Board of Directors approved the following matters at a meeting held on November 10, 2006, with respect to Option No. 104, Option No. 795, Option No. 952 and Option No. 1NQ: (a) the amendment of Option No. 104, Option No. 795 and Option No. 952 to extend the date on whicx xxxx Xxxxxxx xxxx xxxire as a result of the termination of Flegel's employment to the date which is 3 1/2 months following the Txxxxxxxxon Date and (b) the amendment of Option No. 1NQ to clarify that the termination of Flegel's employment and the engagement of Flegel as a consultant pursxxxx xx this Agreement does not result in "xxx xessation of employment or engagement of the Optionee by the Company" as such language is used in the stock option agreement relating to Option No. 1NQ. The amendments are set forth on Schedule 4.
Amendment of Options. The exercise period of the outstanding options to purchase common stock of Hercules Offshore, Inc., the parent company of the Company (“Parent”), which have previously been granted to Executive by Parent in satisfaction of the obligations of Company under Section 2(b)(viii) of the Agreement, shall be extended so that such exercise period shall expire at 5:00 p.m. Houston, Texas time, on March 14, 2007.
