Amendment Contract Clauses (12,532)

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 A...GREEMENT 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 Agreemen...t 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.

Amendment. (a) The definition of "Maturity Date" in Section 1.1 of the Reimbursement Agreement is hereby amended to read as follows: "Maturity Date" means August 22, 2021. (b) The reference to "$30,000,000" in Section 2.1 of the Reimbursement Agreement is hereby replaced with "$15,000,000".

Amendment. This Agreement may be amended or modified by written agreement executed by each of the parties hereto. 3 11. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contempla...ted hereby. View More

Amendment. Effective as of October 24, 2018 through and until October 31, 2018, the Agreement is hereby amended as follows: (a) Exhibit A to the Agreement is hereby amended by deleting the definitions of "Additional Jumbo Aggregation Price Differential" and "Calculation Period" in their respective entireties and replacing them with the following: Additional Jumbo Aggregation/High-Balance Price Differential: The additional Price Differential in respect of Jumbo Aggregation Mortgage Loans and High-Balance Mo...rtgage Loans payable by Seller quarterly in arrears on the Payment Date following each Calculation Period; provided, however, that no Additional Jumbo Aggregation/High-Balance Price Differential shall be due on a Payment Date if the Non-Aggregation/High-Balance Quarterly Utilization during such Calculation Period was greater than the specified percentage set forth in the Transactions Terms Letter. Calculation Period: With respect to: (a) the initial Payment Date on which an Unused Facility Fee is due, the period beginning on the Effective Date and ending on the last day of the quarter in which such Effective Date occurs, (b) the initial Payment Date on which Additional Jumbo Aggregation/High-Balance Price Differential is due, the period beginning on January 26, 2018 and ending on the last day of the related calendar quarter, (c) for each subsequent Payment Date on which an Unused Facility Fee or Additional Jumbo Aggregation/High-Balance Price Differential is due, the prior calendar quarter and (d) with respect to the date this Agreement is terminated pursuant to the terms herein, the period beginning on the first day of the quarter in which such termination is to occur and ending on the Expiration Date. (b) Exhibit A to the Agreement is hereby further amended by inserting the following new definition in the appropriate alphabetical order: High-Balance Mortgage Loans: As defined in the Transaction Terms Letter. View More

Amendment. The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Optionee's rights or entitlements with respect to the Option shall be effective without the prior written consent of the Optionee (unless such amendment is required in order to cause the Award hereunder to qualify as "performance-based" compensation within the meaning of Section 162(m) or be exempt from Code Section 409A, ...as interpreted by applicable authorities). View More

Amendment. No provision hereof may be waived or modified other than by an instrument in writing signed by both parties.