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. 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 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. 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. Section 2.1(d) of the Option Agreement is hereby deleted and replaced in its entirety with the following: “Notwithstanding the foregoing: (i) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the First Subsequent Shares on or before August 1, 2011, then 37,500 of the shares subject to this Agreement shall be forfeited on August 2, 2011, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis; (ii) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Second Subsequent Shares on or before October 31, 2011 then 37,500 of the shares subject to this Agreement shall be forfeited on November 1, 2011, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis; (iii) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Third Subsequent Shares on or before January 31, 2012 then 37,500 of the shares subject to this Agreement shall be forfeited on February 1, 2012, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis and (iv) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Fourth Subsequent Shares on or before April 30, 2012 then 37,500 of the shares subject to this Agreement shall be forfeited on May 1, 2012, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis. The forfeited shares shall not be exercisable by Optionee.”
Amendment to Option Agreement. Exhibit D to Exhibit B to the Merger Agreement, the form of Option Agreement, is hereby deleted and the form of Option Agreement attached hereto as Exhibit E is hereby substituted in lieu thereof. 9.
Amendment to Option Agreement. The Option Agreement is hereby amended as follows:
a. Section 3(c) is hereby amended to provide that the expiration date of option that was granted on January 1, 2013 and that originally scheduled to expire on January 15, 2021 shall now expire on January 15, 2022.
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. 1.1 The existing language of Section 3 of the Option Agreement shall be deleted in its entirety, and, in lieu thereof, the following language shall be inserted:
Amendment to Option Agreement. The Lender shall have received a duly executed Third Amendment to Option Agreement, in the form attached hereto as Exhibit D.
