Amendment to Option Agreement. The Option Agreement is hereby amended as follows: Section 3(a) of the Option Agreement is hereby deleted in its entirety and replaced with the following:
Amendment to Option Agreement. The Company agrees to enter into an amendment to the Option Agreement, dated August 26, 2020 (the “Option Agreement”), between the Company and Investor at the Closing, the form of such amendment to be mutually agreed between the Company and the Investor.
Amendment to Option Agreement. Holdings and Executive shall amend that certain Option Agreement, dated as of November 27, 2002, as amended by that certain Option Agreement Amendment, dated January 16, 2003, each between Holdings and Executive (as amended, the "Option Agreement") to provide:
(i) that if Executive's employment is terminated by Holdings other than with Cause (including by reason of Disability or Holdings' written notice to Executive of its decision not to extend the Term, as contemplated in Section 1), or by Executive for Good Reason, or as a result of Executive's death, then notwithstanding the provisions of the Option Agreement, Executive's Return Vest Options (as defined in such Option Agreement) shall not expire on or ninety (90) days following the Termination Date but shall instead continue to vest and be exercisable in accordance with the terms thereof as if Executive had remained an employee of Holdings;
(ii) that in the event of a Sale of Holdings in which the Investors (as defined in the Option Agreement) receive property or other non-cash consideration in respect of their Holdings securities, any determination of whether Executive's Return Vest Options shall have vested shall take into consideration the fair market value of such property;
(iii) that in the event of a Sale of Holdings in which Holdings receives some or all of the (cash or non-cash) proceeds from such transaction, (x) in the case of a Sale of Holdings structured as an asset sale, for purposes of determining whether Executive's Return Vest Options have vested, the Investors shall be deemed to have received an amount in cash equal to the amount the Investors would receive if, immediately following the consummation of such Sale of Holdings, Holdings were liquidated and the proceeds of such liquidation (less corporate level taxes and amounts set aside for discharge of all debts, liabilities (including contingent liabilities) and obligations of Holdings) were paid as a dividend to Holdings' stockholders, and (y) in the case of a Sale of Holdings structured as an issuance of equity securities, for purposes of determining whether Executive's Return Vest Options have vested, the Investors shall be deemed to have received an amount in cash equal to the value of their Holdings securities implied by the terms of such Sale of Holdings (taking into account the percentage interest in Holdings sold and the purchase price thereof); and
(iv) that the final sentence of Section 3(f) of the Option Agreement shall read...
Amendment to Option Agreement. The Investor agrees to enter into an amendment to the Option Agreement, the form of such amendment to be mutually agreed between the Company and the Investor.
Amendment to Option Agreement. In partial consideration for Executive agreeing to be bound by the restrictions set forth in this Agreement during the “Noncompete Period” (as redefined in Section 2 hereof), the Parties hereby agree to amend the Option Agreement as follows:
(a) Executive’s continued compliance with the restrictive covenants contained herein during the Noncompete Period shall constitute continued service with the Company for purposes of the Option Agreement and a Termination shall not be deemed to have occurred for purposes of the Option Agreement until the earlier of the date of expiration of the Noncompete Period and the date on which Executive materially breaches any of Executive’s obligations hereunder. The Option shall continue to remain outstanding and become vested and exercisable in accordance with the terms and conditions of the Option Agreement during the Noncompete Period until the occurrence of a “Termination” (as modified herein). All references in the Option Agreement to Executive’s “continued service” or “employment” with the Company shall be deemed to include the Noncompete Period (or such shorter period ending on the date on which Executive materially breaches Executive’s obligations hereunder). The Parties acknowledge and agree that, as of the Separation Date, the cumulative percentage of the Option that will have vested in the ordinary course operation of the Option Agreement is 83.33%.
(b) Upon the occurrence of a “Termination” (as modified herein), the unvested portion of the Option (if any) shall be immediately forfeited and cancelled on the date of such “Termination” without any consideration being paid therefor and without any further action of the Company or Holdings whatsoever, and the vested portion of the Option shall remain exercisable until the earlier to occur of ninety (90) days following the date of such “Termination” and the expiration of the stated ten (10)-year term of the Option as set forth in the Option Agreement; provided, however, that in the event that a “Termination” occurs as a result of Executive’s material breach of Executive’s obligations hereunder, the entire Option, whether vested or unvested, shall be immediately forfeited and cancelled on the date of such “Termination” without any consideration being paid therefor and without any further action of the Company or Holdings whatsoever; and, provided, further, that any breach by Executive of Executive’s obligations hereunder shall not serve to reduce or otherwise modify the No...
Amendment to Option Agreement. On the terms of this ----------------------------- Amendment and subject to the satisfaction of the conditions precedent set forth in Section 5 below, clause (iv) of Section 8.2 of the Option Agreement is hereby amended to read in its entirety as follows:
Amendment to Option Agreement. In accordance with Section 12 of the Option Agreement, the Company and Optionee hereby agree to amend the Option Agreement as follows:
a. The Option Exercise Price/Share is hereby increased from $3.00 to $4.00 (or from $4.10, after giving effect to the reverse stock split affected by the Company in connection with its initial public offering closed on November 1, 2005, to $5.47).
b. The remainder of the Option as not amended hereby, remains unchanged and in full force and effect.
c. In consideration for such amendment, the Company hereby agrees to (i) pay Optionee $115,750 in cash on or promptly after January 1, 2007; provided Optionee continues to be employed by the Company as of such date, and (ii) make a grant of 13,027 shares of restricted stock to Optionee, 2991 of which shall vest as of January 1, 2007, provided Optionee continues to be employed by the Company as of such date, and the remainder of which shall vest in approximately equal amounts through October 24, 2008, again, provided Optionee continues to be employed by the Company as of each such vesting date.
Amendment to Option Agreement. As of the Effective Time of the ----------------------------- Mariner-Paragon Merger, the Amended and Restated Option Agreement shall be amended as follows:
A. Schedule 2 attached to the Amended and Restated Option Agreement (entitled "Revised Schedule 2") shall be amended by revising the dates (years) set forth under the column entitled "Exercise Year" and the values set forth under the column entitled "Fair Market Value", so that said dates and values shall read as set forth on the "Second Revised Schedule 2" attached hereto as Exhibit "A" and made a part hereof. Further, the term "Purchase Option Date" as ----------- used in the Amended and Restated Option Agreement shall refer to the date (year) set forth under the "Exercise Year" column on the Second Revised Schedule 2. Each reference in the Amended and Restated Option Agreement to "Schedule 2" shall be deemed to refer to "Second Revised Schedule 2".
B. Each reference in the Amended and Restated Option Agreement to "Lease" or "Leases" shall be deemed to refer to a Lease or the Leases (in each case as defined in the Amended and Restated Option Agreement) as such Lease or the Leases shall have been or are amended through the date hereof (including as amended as contemplated by this Agreement).
Amendment to Option Agreement. Except as otherwise provided in Article 3 below, all of the terms and conditions contained in the Option Agreement shall continue to apply without change or amendment.
Amendment to Option Agreement a. The Executive and the Parent agree to amend the performance terms and conditions of the outstanding 5-Year Options granted under the Option Agreement so that 50% of such outstanding options eligible to vest in each of fiscal years 2023 through 2026 will remain subject to the existing performance terms and conditions, and the remaining 50% of such outstanding options eligible to vest in such fiscal years will be subject to performance terms and conditions related to the Executive’s position and duties as Vice Chairman. To effect this amendment, the table appearing at the beginning of Section 4 of Exhibit B to the Option Agreement is hereby amended and replaced with the following: 2022 5 % $ 11.35 20 % $ 12.35 2023 2.5 % $ 12.88 10 % $ 15.25 2024 2.5 % $ 14.62 10 % $ 18.84 2025 2.5 % $ 16.60 10 % $ 23.26 2026 2.5 % $ 18.84 10 % $ 28.73 In addition to the foregoing, for each of fiscal years 2023 through 2026, up to a maximum of 10% of the 5-Year Options shall be eligible to vest each year based the achievement of certain performance goals related to the Executive’s position and duties as Vice Chairman. The Committee will establish such performance goals and communicate them to the Executive and will assess achievement annually.
b. With respect to the portion of the outstanding 5-Year Options that remain subject vesting based on AOP, the Parent agrees that to the extent any such terms and conditions are amended for other executives of the Company generally, the Executive’s options will be amended in the same manner.