Common use of Amendment to Option Agreements Clause in Contracts

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. 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 “IPOIP0”); 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.