Amendment of Options Clause Samples

Amendment of Options. The Options may be amended by the Board at any time (i) if the Board determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option; or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.

Amendment of Options. The Board at any time, and from time to time, may amend the terms of your Option; PROVIDED, HOWEVER, that the rights under your Option shall not be impaired by any such amendment unless without your prior written consent.

Amendment of Options. (a) By executing this Agreement, the --------------------- Company and the Optionholder hereby amend the agreements evidencing the Company Options as set forth in paragraph 3(b), which amendments shall become effective only if, and upon, the consummation of the transactions contemplated by the Formation Agreement. The Optionholder hereby acknowledges that he or she has received, and has had an opportunity to review with his or her financial or other advisors, the Option Amendment Memorandum dated January [ ], 1999, furnished to him or her by the Company. (b) The terms of the agreements evidencing the Company Options, as amended, shall provide that, upon the effectiveness of the Merger, each Company Option shall, without any action on the part of the Optionholder, the Company or any other person or entity, be automatically exercised, on a cashless basis, and the Optionholder shall receive for such Company Option an amount in cash equal to (i) the excess, if any, of (x) the consideration 106 paid in the Merger in respect of each outstanding share of Company Common Stock over (y) the exercise price per share of Company Common Stock subject to such Company Option multiplied by (ii) the number of shares of Company Common Stock subject to such Company Option. (c) The Optionholder hereby agrees that all amounts payable in respect of the Company Options, as amended pursuant to the terms of paragraph 3(b), shall be subject to any required withholding of taxes and shall not bear interest. (d) The Optionholder hereby further agrees that, upon the effectiveness of the amendments to the agreements evidencing the Company Options pursuant to the terms of paragraph 3(b), the Optionholder shall not have any right to receive any capital stock of the Company or any other entity under such agreements (or the Company Options) or to receive any consideration other than, for each Company Option, the amount in cash as provided in paragraph 3(b).

Amendment of Options. For greater certainty, the covenants, terms, conditions and obligations which Redback will observe, perform and discharge in respect of each Abatis Option and document evidencing the same shall, pursuant to the Plan of Arrangement and with effect from the Effective Time, be deemed to be those in the respective Abatis Option and document evidencing the same, subject to the amendments as follows: (a) each and every reference to a Abatis Common Share therein shall be deemed to be a reference to a fraction of a Redback Common Share equal to the Exchange Ratio and the total number of Abatis Shares purchasable (the "ABATIS OPTION SHARES") pursuant to such Abatis Option shall be deemed to be a reference to the number of Redback Common Shares equal to the product (rounded down to the nearest whole number) obtained when the number of Abatis Option Shares is multiplied by the Exchange Ratio; (b) each and every reference to Abatis therein shall be deemed to be a reference to Redback; (c) each and every reference to a dollar amount therein shall be deemed to be a reference to the United States Dollar Equivalent (immediately prior to the Effective Time) of the quotient obtained when that dollar amount is divided by the Exchange Ratio (rounded up to the nearest whole cent); and (d) the vesting and exercise provisions therein shall be deemed to be deleted and replaced with the applicable vesting and exercise provisions set out in Schedule "A" hereto.

Amendment of Options. The Company acknowledges that the Board of Directors approved the following matters at a meeting held on November 10, 2006, with respect to Option No. 104, Option No. 795, Option No. 952 and Option No. 1NQ: (a) the amendment of Option No. 104, Option No. 795 and Option No. 952 to extend the date on whic▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ire as a result of the termination of Flegel's employment to the date which is 3 1/2 months following the T▇▇▇▇▇▇▇▇on Date and (b) the amendment of Option No. 1NQ to clarify that the termination of Flegel's employment and the engagement of Flegel as a consultant purs▇▇▇▇ ▇▇ this Agreement does not result in "▇▇▇ ▇essation of employment or engagement of the Optionee by the Company" as such language is used in the stock option agreement relating to Option No. 1NQ. The amendments are set forth on Schedule 4.

Amendment of Options. This Amendment amends the terms of Stock Option Agreements listed below (the “Option Agreements”): 2000119 3/23/2000 23,000 $ 31.00 2000678 4/24/2002 5,000 $ 30.15 2000998 4/24/2003 5,000 $ 31.15 2001811 12/10/2004 5,000 $ 31.77 2001876 4/21/2005 5,000 $ 31.23 2001405 4/29/2004 5,000 $ 50.03 Section 5 of each of the Option Agreements is hereby amended and restated in its entirety as follows:

Amendment of Options. The Company may alter, amend or terminate the Options only with the Optionee's consent, except as otherwise expressly provided by the Plan or this Agreement.

Amendment of Options. An Option Agreement may be amended, in whole or in part, by the Committee at any time and from time to time if the Committee determines that an amendment is equitably required as a result of: (a) any addition to or change in the Code or any other law or regulation that occurs after the Grant Date and that affects the Option, (b) any adjustment or substitution of Designated Property pursuant to Section 2.5, (c) any Plan amendment or termination pursuant to Section 4.1, provided that the amendment does not materially affect the terms, conditions and restrictions applicable to the Option, or (d) any circumstances not specified in Paragraphs (a), (b), or (c), with the consent of the Participant. Any such amendment by the Committee is binding upon the affected Participant, any Beneficiary of the Participant, and all other parties in interest. The Committee will provide written notice to the affected Participant as soon as practicable after the Committee action amending the Option Agreement.

Amendment of Options. The Board shall have the right in its sole and absolute discretion to accelerate the vesting of any and all of the Options at any time or from time to time. In addition, the Options may be amended by the Compensation Committee at any time (i) if the Compensation Committee determines, in its reasonable discretion, that amendment is necessary or advisable in the light of any addition to or change in the Internal Revenue Code of 1986, as amended, or in the regulations issued thereunder, or any federal or state securities law or other law or regulation, which change occurs after the date of grant of an Option and by its terms applies to the Option, or (ii) other than in the circumstances described in clause (i), with the consent of the Optionee.