Amendment Contract Clauses (37,886)

Amendment. Each Confirmation is hereby amended as follows: (a) by inserting the following new language at the end of the first paragraph opposite the caption, "Automatic Exercise": "In addition, all outstanding Options not deemed automatically exercised pursuant to the immediately preceding sentence ("Remaining Options") shall be deemed to be automatically exercised at the Expiration Time on the Expiration Date"; (b) by inserting immediately following the phrase, "in order to exercise any Options",... opposite the caption, "Notice of Exercise", the following new language: "(except with respect to any Remaining Options)"; (c) by inserting immediately prior to the period at the end of the sentence appearing opposite the caption, "Settlement Method", the following new language: "provided further that, with respect to any Remaining Options, Counterparty may elect that Cash Settlement shall apply by providing Dealer with written notice of such election on or prior to 5:00 p.m. (New York City time) on the Scheduled Valid Day immediately preceding the first day of the Settlement Averaging Period for such Options"; (d) by deleting all the language appearing opposite the caption, "Net Share Settlement", from "; provided" through the end of the sentence; (e) by deleting all the language in clause (ii) appearing opposite the caption, "Combination Settlement", from "; provided" through the end of the sentence; (f) by deleting the captions, "Applicable Limit" and "Applicable Limit Price", and all language appearing opposite those captions; and (g) by replacing clause (B) in the second sentence of Section 9(e)(ii) to read in its entirety as follows: "(B) the Option Equity Percentage exceeds 14.5% or". View More

Amendment. Neither this Note nor any provision hereof may be amended, modified or waived except pursuant to an agreement or agreements in writing entered into by the Company and the Holder.

Amendment. This Agreement and General Release may not be modified, altered or changed except upon express written consent of both parties wherein specific reference is made to this Agreement and General Release.

Amendment. (a) Section 3(A) to the Plan is hereby deleted in its entirety and replaced with the following: "The number of Shares which may be issued from time to time pursuant to this Plan shall be , or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan. The maximum number of Shares that may be granted pursuant... to ISOs shall be 4,336,052 Shares, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan." 2. No Other Modification. Except as modified and amended herein, all other terms and provisions of the Plan will remain in full force and effect. View More

Amendment. This letter agreement (except for terms reserved to the Company's discretion) may not be amended or modified except by an express written agreement signed by you and a duly authorized officer of the Company.

Amendment. The Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs, prospectively or retroactively; provided, that, no such amendment may adversely affect the Participant's material rights under this Agreement without the Participant's consent. INFUSYSTEM HOLDINGS, INC. By: /s/ Scott Shuda Name: Scott Shuda Title: Chairman of the Board /s/ Richard A. DiIorio Richard A. DiIorio, Participant 4 EX-10.2 3 ex_201351.htm EXHIBIT 10.2 ex_201351.htm Exhibit 10.2 RESTRICTED STOCK UNIT... AGREEMENT INFUSYSTEM HOLDINGS, INC. 2014 EQUITY PLAN Restricted stock units are hereby granted to Richard A. DiIorio (the "Participant") by InfuSystem Holdings, Inc., a Delaware corporation (the "Company") pursuant to this Restricted Stock Unit Agreement (this "Agreement"). The restricted stock units granted pursuant to this Agreement (the "RSUs") are subject to the terms and conditions of the InfuSystem Holdings, Inc. 2014 Equity Plan, as amended (the "Plan"), the receipt of which is hereby acknowledged by the Participant. Any capitalized terms that are not defined in this Agreement have the meaning set forth in the Plan. View More

Amendment. Effective as of November 22, 2019 (the "Amendment Effective Date"), the Agreement is hereby amended as follows: (a) Section 2 of the Agreement is hereby amended by deleting the definition of "Uncommitted Amount" in its entirety and replacing it with the following (bold and stricken language evidence changes): "Uncommitted Amount" shall mean (i) for the period beginning on November 22, 2019 and ending on February 28, 2020, $[***] and (ii) at all other times, $[***]. (b) Section 12 of the... Agreement is hereby amended by deleting Section 12(p) in its entirety and replacing it with the following (bold and stricken language evidence changes): (p) Leverage Ratio; Liquidity; Tangible Net Worth. (A) The ratio of Seller's Total Indebtedness to Tangible Net worth is not greater than (i) between August 31, 2019 and February 28, 2020 December 31, 2019, [***], and (ii) at all other times, [***], (B) Seller has Liquidity in an amount equal to not less than $[***], (C) Seller's Tangible Net Worth exceeds $[***], and (D) Seller's Net Income before income taxes is equal to or greater than $[***] for at least one (1) of the previous (2) consecutive calendar quarters. (c) Section 13 of the Agreement is hereby amended by deleting Section 13(p) in its entirety and replacing it with the following (bold and stricken language evidence changes): (p) Financial Covenants. Seller shall comply with the following financial covenants: (A) the ratio of Seller's Total Indebtedness to Tangible Net Worth shall not be greater than (i) for the period between August 1, 2019 and February 28, 2020 December 31, 2019, [***] and (ii) at all other times, [***], (B) Seller shall maintain Liquidity at all times in an amount equal to not less than $[***], (C) Seller's Tangible Net Worth shall at all times be greater than $[***], and (D) Seller's Net Income before income taxes shall be equal to or greater than $[***] for at least one (1) of the previous (2) consecutive calendar quarters. SECTION 2. Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement. SECTION 3. Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Three (including all reasonable fees and out of pocket costs and expenses of the Buyer's legal counsel) in accordance with Sections 23 and 25 of the Agreement. SECTION 4. Representations. Seller hereby represents to Buyer that as of the date hereof, the Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document. SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN). SECTION 6. Counterparts. This Amendment Number Three may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. SECTION 7. Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Three need not be made in the Agreement or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. View More

Amendment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment by all parties hereto, or in the case of a waiver by the party or parties against whom the waiver is to be effective.

Amendment. The following shall be added as new Section 12 of the Agreement: "Section 12. Death or Disability. Notwithstanding Sections 3 or 4 of this Agreement, if the Grantee dies or suffers a Disability (as defined in the Employment Agreement) prior to the vesting of the entire Time-based Vesting Component, then the entire Time-based Vesting Component, to the extent not already vested, shall vest and become nonforfeitable." 3.No Other Changes. Except as provided in this Amendment, each Agreement remains... in full force and effect. View More

Amendment. Prior to the Effective Time, this Agreement may be amended, modified or supplemented by the Board of Directors of Parent.