Amendment to Option Agreement. 3.1 It is agreed by the parties hereto that Section 3.02(e) of the Option Agreement is hereby deleted and is replaced with the following:
Amendment to Option Agreement. Holdings and Executive shall amend that certain Option Agreement, dated as of November 27, 2002, as amended by that certain Option Agreement Amendment, dated January 16, 2003, each between Holdings and Executive (as amended, the "Option Agreement") to provide:
Amendment to Option Agreement. On the terms of this ----------------------------- Amendment and subject to the satisfaction of the conditions precedent set forth in Section 5 below, clause (iv) of Section 8.2 of the Option Agreement is hereby amended to read in its entirety as follows:
Amendment to Option Agreement. (a) Section I(c) of the Option Agreement is hereby amended to read in full as follows: “In addition, notwithstanding the foregoing, the portion (the “Time-Based Portion”) of the Option described in subsection (a)(1)(C) above, to the extent not previously vested or terminated shall be vested on the sixth anniversary of the Vesting Measurement Date (the “Time-Based Vesting Date”); provided that the Participant has remained continuously employed with the Company or an Affiliate through such Date. The vesting of the Time-Based Portion is subject to acceleration as provided in Section I(g).”
Amendment to Option Agreement. 1.1 The existing language of Section 3 of the Option Agreement shall be deleted in its entirety, and, in lieu thereof, the following language shall be inserted:
Amendment to Option Agreement. Section 2.1(d) of the Option Agreement is hereby deleted and replaced in its entirety with the following: “Notwithstanding the foregoing: (i) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the First Subsequent Shares on or before August 1, 2011, then 37,500 of the shares subject to this Agreement shall be forfeited on August 2, 2011, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis; (ii) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Second Subsequent Shares on or before October 31, 2011 then 37,500 of the shares subject to this Agreement shall be forfeited on November 1, 2011, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis; (iii) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Third Subsequent Shares on or before January 31, 2012 then 37,500 of the shares subject to this Agreement shall be forfeited on February 1, 2012, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis and (iv) in the event that Optionee does not comply with his obligations under Section 3.4(a)(ii) of the Employment Agreement, as amended, and complete the acquisition of the Fourth Subsequent Shares on or before April 30, 2012 then 37,500 of the shares subject to this Agreement shall be forfeited on May 1, 2012, and the vesting schedule above shall be appropriately modified to reduce the number of vesting shares on a pro rata basis. The forfeited shares shall not be exercisable by Optionee.”
Amendment to Option Agreement. Exhibit D to Exhibit B to the Merger Agreement, the form of Option Agreement, is hereby deleted and the form of Option Agreement attached hereto as Exhibit E is hereby substituted in lieu thereof. 9.
Amendment to Option Agreement. The Option Holder hereby consents, in accordance with Section 11 and Section 13 of the Option Agreement, to the following amendments of the Option Agreement:
Amendment to Option Agreement. Each of ConTech and C3D hereby ----------------------------- agree that the provisions of Section 4(b), Section 4(c), Section 4(d), Section 4(e) and Section 4(f) of the Option Agreement are each hereby deleted in their entirety and in each case replaced with the word "Reserved".
Amendment to Option Agreement. In accordance with Section 12 of the Option Agreement, the Company and Optionee hereby agree to amend the Option Agreement as follows:
