NONQUALIFIED STOCK OPTION AGREEMENT AMENDMENT
April 26, 2019
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|Re: || ||Avantor, Inc.(f/k/a Vail HoldCo Corp) Equity Incentive Plan|
| || ||Amendment to Nonqualified Stock Option Agreement|
Dear Charles Kummeth:
Avantor, Inc. (f/k/a Vail Holdco Corp.) (Company) is pleased to advise you that certain of the terms of your original option grant dated as of January 27, 2018 (the Grant), under the Avantor, Inc.(f/k/a Vail HoldCo Corp) Equity Incentive Plan (the Plan) are hereby amended by this letter agreement (this Agreement). Unless otherwise expressly set forth herein, all capitalized terms used herein shall have the meaning given in your Grant.
(a) Pursuant to the Committees discretion to accelerate vesting in accordance with Section 5.1(d) of the Plan and notwithstanding the vesting schedule set forth in Section 4.1 of the Grant, the Options shall immediately become vested in full and exercisable as of April 26th, 2019.
(b) Section 6 of the Grant is hereby amended and restated in its entirety as provided below:
Section 6. Termination. In the event of the Participants Termination, the Vested Portion shall remain exercisable until the tenth (10th) anniversary of the Date of Grant.
2. Effect of Amendment. Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect, the rights and remedies of the parties under the Grant, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Grant, all of which are ratified and affirmed in all respects and shall continue in full force and effect. This Agreement shall apply and be effective only with respect to the provisions of the Grant specifically referred to herein.
3. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same agreement.
4. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.