Amendment to Section 3(c). The first sentence of Section 3(c) of the Senior Management Agreement is hereby deleted in its entirety and replaced with the following sentence: “In the event of a Separation, the Company (with the approval of the Board) may elect to purchase all or any portion of the Unvested Common Stock and/or the Vested Stock by delivering written notice (the “Repurchase Notice”) to the holder or holders of such Executive Securities on or prior to the date which is twelve months and one day after the Separation; provided that the Company may not deliver the Repurchase Notice with respect to any shares of Vested Carried Common Stock earlier than six months and one day after the date such shares became Vested Carried Common Stock.”
Amendment to Section 3(c). Section 3(c) of the Registration Rights Agreement is hereby deleted in its entirety and replaced with the following: Shelf Registrations. At any time that a Shelf Registration is effective, if any holder or group of holders described in Section 3(a) of Registrable Shares that has a right to request a Short-Form Registration pursuant to such Section 3(a) delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of its Registrable Shares included by it on the Shelf Registration (an “Underwritten Shelf Offering”) and stating the approximate number (or range) of the Registrable Shares to be included in the Underwritten Shelf Offering and, at the option of the holder or group of holders delivering the notice, the anticipated per share price range for such offering, then the Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such Registrable Shares to be distributed pursuant to the Underwritten Shelf Offering (taking into account the inclusion of Registrable Shares by any other holders thereof pursuant to the terms of the next sentence of this Section 3(c)). In connection with any Underwritten Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Shares included on such Shelf Registration and, subject to Section 3(d) permit each holder to include its Registrable Shares included on the Shelf Registration and permit each holder to include its Registrable Shares included on the Shelf Registration in the Underwritten Shelf Offering if such holder notifies the proposing holders and the Company no later than 9:00 a.m., New York City time, on the business day immediately following the Take-Down Notice Delivery Time; it being understood that for purposes of this Section 3(c), the “Take-Down Notice Delivery Time” shall be deemed to be the date of delivery of such notice if it is delivered to holders at or prior to 12:00 p.m. New York City time and shall be deemed to be the business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time.
Amendment to Section 3(c). Effective as of January 1, 2012, Section 3(c) of the Employment Agreement is hereby amended in its entirety to read as follows:
Amendment to Section 3(c). The Parties agree that the first paragraph of Section 3(c) of the Agreement shall be amended to read, in its entirety:
Amendment to Section 3(c). The last sentence of Section 3(c) of the Employment Agreement is hereby amended and restated in its entirety as follows: “Your options shall be governed by the Company’s option plans pursuant to which the grant has been, or in the future is, made and shall vest under the Company’s standard vesting schedule, provided, however, that the Company agrees that, at any time after a Change in Control, upon termination of your employment with the Company for any reason or other separation from the Company for any reason, all of your unvested options, whether granted by the Company pursuant to this Section 3(c) of this Agreement or otherwise, shall immediately vest and become exercisable.”
Amendment to Section 3(c). Section #3C of the Agreement shall be amended and restated in its entirety as follows:
Amendment to Section 3(c). The second paragraph of Section 3(c) shall be deleted in its entirety and replaced with the following:
Amendment to Section 3(c). Section 3(c) of the Agreement is deleted and replaced in its entirety with the following: “Within two (2) business days after a Change of Control or such other timeframe as required under applicable law, rule, regulation or Company plan, the Company shall pay the Executive (i) any unpaid portion of compensation previously earned by the Executive and (ii) all compensation previously deferred by the Executive but not yet paid.”
Amendment to Section 3(c). The parties acknowledge that the following language is added as a new paragraph to Section 3 of the Agreement: [****]
Amendment to Section 3(c). Section 3.C. of the Amended and Restated Alloy Services Agreement is hereby amended by amending and restating the section to read in its entirety, as follows:
