Amendment to the Original Agreement. (a) Section 3(b) of the Original Agreement is hereby amended and restated as follows:
Amendment to the Original Agreement. (a) Section 3(b)(ii) of the Original Agreement is hereby amended and restated as follows:
(ii) the Executive shall be entitled to acceleration of vesting of such number of shares subject to all outstanding stock options (including the Option Shares) and time-based restricted stock unit grants then held by Executive as would have vested in the nine (9) month period following the Termination Date had the Executive continued to be employed by the Company for such period”
(b) Section 3(c)(ii) of the Original Agreement is hereby amended and restated as follows:
Amendment to the Original Agreement. Section 3(c)(i) of the Original Agreement is hereby amended and restated as follows:
(i) the Employee shall be entitled to receive (A) continuing payments of the then effective Base Salary for a period of twelve (12) months beginning on the Payment Commencement Date and payable in accordance with the Company’s payroll policies, (B) in lieu of the Targeted Incentive Bonus, a bonus payment in the amount of twenty-five percent (25%) of Employee’s then current Base Salary payable in one lump sum on the Payment Commencement Date and (C) the benefits set forth in Section 3(e)”
Amendment to the Original Agreement. Subject to the terms and conditions of this Amendment, the Original Agreement is hereby amended as follows:
a. All references to “this Agreement” or “the Agreement” shall refer and shall be deemed to refer to the Original Agreement as further amended and supplemented by this Amendment;
b. The following definition shall be added in the appropriate alphabetical order in Section 1.1:
Amendment to the Original Agreement. The Company agrees that it shall not increase the Administrative Services Fee described in Section 3.1 of the Original Agreement and on Exhibit B to the Original Agreement at any time prior to December 31, 2009.
Amendment to the Original Agreement. The Company and the Client agree that Exhibit B to the Original Agreement shall be deleted in its entirety and replaced with Exhibit B attached hereto.
Amendment to the Original Agreement. 1.1 Amendment to Section 1.4. Section 1.4 of the Original Agreement shall be renumbered as Section 1.4(a), and a new Section 1.4(b) shall be added reading in its entirety as follows:
(b) On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth and the unanimous approval of all disinterested members of the board of directors of the Company with respect to the acceptance of this commitment by the Investor and the exercise by the Company of its right to sell shares of stock hereunder, the Investor commits to purchase the remaining 21,250 shares of the Option Preferred Stock not purchased under Section 1.4(a) hereof (the "Remainder Stock") at the purchase price of $40.00 per share of Option Preferred Stock at the sole option of the Company. The Company may exercise its right to sell shares of the Remainder Stock on or before December 31, 2002, by means of a written notice therefore to the Investor (each, a "Notice") which certifies (a) the amount of Remainder Stock the Company wishes to sell to the Investor, (b) that the proceeds of the issuance of Remainder Stock will be used solely for general corporate purposes, provided, however, that such proceeds shall not be used, directly or indirectly, for or on account of the settlement or defense of any suit or proceeding brought against the Company regarding its headquarters' lease agreement (c) that the Company will issue a warrant in favor of the Investor for the purchase of shares of the Company's Series C-2 Preferred Stock in the amount of one-half of the number of Remainder Stock issued. All other conditions and requirements set forth in Section 1.4(a) with respect to the exercise by the Company of its right to sell shares of the Option Preferred Stock shall be inapplicable with respect to the Remainder Stock. Each Notice must be received by the Investor not less than ten (10) business days prior to the desired date of payment. The purchase and sale of the Remainder Stock pursuant to this Section may take place in one or more closings at such times or places as the Company and the Investor may mutually agree (each a "Remainder Closing"). At each Remainder Closing, the Company shall deliver to the Investor a certificate or certificates, registered in the Investor's name, representing such number of shares of Remainder Stock purchasable for the amount of the Purchase Price Installment to be paid to the Company, against paym...
Amendment to the Original Agreement. (a) of the Original Agreement is hereby amended and restated in its entirety as follows: “Executive shall be employed as EVP and Chief Operating Officer of the Company and Executive shall perform the duties, undertake the responsibilities and exercise the authority customarily performed, undertaken and exercised by persons situated in similar executive capacities.”
Amendment to the Original Agreement. Effective as of the date hereof, the Original Agreement is amended as follows:
A. Paragraph 3 in Section 7, "Warranties," of Schedule B to the Original Agreement is revised to read as follows: "DISTRIBUTOR will provide the labor, transportation, and other Services necessary for such repairs and replacements pursuant to a Service Agreement that will be mutually agreed between SUPPLIER and DISTRIBUTOR. If such Service Agreement is not agreed to by June 30, 2001, then this Distributor Agreement will terminate. The Service Agreement will set forth the limits on SUPPLIER's reimbursement to DISTRIBUTOR for labor, transportation, and other Services. The Service Agreement will also set forth a warranty approval process that will include pre-approval of major warranty claims prior to commencement of work, submission of all warranty claims for review and approval by SUPPLIER, and return of all parts subject to warranty claims to SUPPLIER."
Amendment to the Original Agreement. 1.1 Section 1.1 of the Original Agreement which read as follows: Shall be amended as：
