Common use of Amendment of Options Clause in Contracts

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).