Certain Modifications. After the Distribution Date, if the holder of a Company Option is an employee, director, officer or consultant of MAPICS and if MAPICS shall modify the vesting schedule, exercise period or both for a Company Option outstanding on the Distribution Date, Marcam Solutions shall cause the Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to such Company Option to be modified in the same manner; provided, however, that Marcam Solutions shall not be obligated to make any such modification if such modification would result in a charge to Marcam Solutions' earnings or a loss of a tax deduction by Marcam Solutions as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Marcam Solutions Stock Plan. After the Distribution Date, if the holder of a Marcam Solutions Option is an employee, director, officer or consultant of Marcam Solutions and if Marcam Solutions shall modify the vesting schedule, exercise period or both for a Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to a Company Option outstanding on the Distribution Date, MAPICS shall cause such Company Option to be modified in the same manner; provided, however, that MAPICS shall not be obligated to make any such modification if such modification would result in a charge to MAPICS' earnings or a loss of a tax deduction by MAPICS as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Company Stock Option Plan. Each of MAPICS and Marcam Solutions shall promptly notify the other in writing of the occurrence of any modification that requires the other to make a modification pursuant to this Section 3.04(c), and the other shall make such required modification as soon as reasonable practicable after receipt of such written notice but in any event within sufficient time so that the option holder's rights are not adversely effected.
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Sources: Distribution Agreement (Marcam Solutions Inc), Distribution Agreement (Marcam Corp)
Certain Modifications. After the Distribution Date, if the holder of a Company Option is an employee, director, officer or consultant of MAPICS and if MAPICS shall modify the vesting schedule, exercise period or both for a Company Option outstanding on the Distribution Date, Marcam Solutions shall cause the Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to such Company Option to be modified in the same manner; provided, however, that Marcam Solutions shall not be obligated to make any such modification if such modification would result in a charge to Marcam Solutions' earnings or a loss of a tax deduction by Marcam Solutions as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Marcam Solutions Stock Plan. After the Distribution Date, if the holder of a Marcam Solutions Option is an employee, director, officer or consultant of Marcam Solutions and if Marcam Solutions shall modify the vesting schedule, exercise period or both for a Marcam Solutions Option granted pursuant to Section 3.04(b) with respect to a Company Option outstanding on the Distribution Date, MAPICS shall cause such Company Option to be modified in the same manner; provided, however, that MAPICS shall not be obligated to make any such modification if such modification would result in a charge to MAPICS' earnings or a loss of a tax deduction by MAPICS as a result of limits imposed by Section 162(m) of the Code, or require an amendment requiring approval of its stockholders to any Company Stock Option Plan. Each of MAPICS and Marcam Solutions shall promptly notify the other in writing of the occurrence of any modification that requires the other to make a modification pursuant to this Section 3.04(c), and the other shall make such required modification as soon as reasonable practicable after receipt of such written notice but in any event within sufficient time so that the option holder's rights are not adversely effected.
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