Amendment to Option Agreements. In the event that Executive is terminated without Cause or resigns for Good Reason, whether prior to or following a Change of Control, at the Executive’s request, the Company will execute an amendment (the “Option Amendment”) to each option to purchase capital stock of the Company held by Executive on the date of such termination (collectively, the “Stock Options”) that will extend the period that Executive has to exercise each such stock option to the date that is one year following the earliest to occur of (i) the consummation of a Change of Control; (ii) the consummation of an initial public offering of the Company’s equity securities under the Securities Act of 1933, as amended (an “IPO”); or (iii) in the event that an IPO or a Change of Control has been consummated prior to the date of such termination, the date of such termination without Cause or resignation for Good Reason. The Option Amendment will also provide that, notwithstanding the foregoing, in the event that during such one-year period Executive is unable to sell any securities issuable upon exercise of the Stock Options because of lock-up, market stand-off or similar restrictions on selling such securities that are applicable to Executive, or Executive refrains from selling such securities at the request of an underwriter of the Company, such one-year period shall be extended for a period of time equal to the period the Executive is unable to sell such securities because of lock-up, market stand-off or similar restrictions or Executive refrains from selling such securities at the request of an underwriter of the Company. The Option Amendment will be in a form reasonably satisfactory to the Company and Executive. In no event shall any such extension exceed the original term of any such Stock Option, unless at the time of such Option Amendment the exercise price of the applicable Stock Options is equal to or exceeds the fair market value of the underlying common stock of the Company, and such Option Amendment otherwise complies with the requirement of the applicable Section 409A regulations.
Amendment to Option Agreements. The parties agree that upon the effective date of this amendment, the option agreements will be amended as follows:
Amendment to Option Agreements. The following paragraphs are hereby ------------------------------ inserted into Part I of each Option Agreement, between the paragraphs entitled "Exercise and Vesting Schedule" and "Termination Period".
Amendment to Option Agreements. The Option Agreements are hereby amended as follows:
Amendment to Option Agreements. Effective upon the ------------------------------ filing of the Amended and Restated Company Charter, the Company, Enterprises, Xxxxx X. Xxxxxxx and Xxxxxx Xxxxxxxxx will execute, deliver and consummate the Amendment No. 1 to the Option Agreements.
Amendment to Option Agreements. Each Option Agreement described on Schedule A is deemed amended to effectuate the forfeiture set forth in Section 1.
Amendment to Option Agreements. This Stock Option Cancellation Agreement and Amendment to Option Agreement(s) (the “Amendment”) is made and entered into effective as of May 5, 2023 (the “Amendment Date”) by and between Gossamer Bio, Inc. (“Gossamer”) and _______ (“Optionee”). Pursuant to this Amendment, Xxxxxxxx and Optionee hereby agree to amend the stock options identified on Exhibit A (the “Eligible Options”) previously granted to Optionee pursuant to the Stock Option Grant Notice(s) and Stock Option Agreement(s) identified on Exhibit A (together, the “Option Agreement(s)”) and Xxxxxxxx’s 2019 Incentive Award Plan (the “2019 Plan”), as follows:
Amendment to Option Agreements. Prior to but subject to the effectiveness of the First Merger, the Company shall use its best efforts (a) to cause each Assumed Option which was originally granted as an “Incentive Stock Option” within the meaning of Section 422 of the Code (the “Assumed ISOs”) to be amended to extend the exercise period of the Assumed ISOs to 120 days from the date of the optionees termination of service; provided, however, that such amendment shall not result in a violation of Section 409A of the Code, the Company Option Plan, the consent rights of the optionee, or any applicable securities or other laws and (b) to cause any Assumed Option granted in May 2007 to U.S. citizens or residents (or any other individual subject to the provisions of Section 409A) to comply with such section.
