Common use of Baxter Options Clause in Contracts

Baxter Options. As determined by the Baxter Compensation Committee pursuant to its authority under the Baxter Directors’ Plan, each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014) that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into both an Adjusted Baxter Option and a Baxalta Option. As determined by the Baxter Compensation Committee pursuant to its authority under the Baxter Directors’ Plan, each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) but prior to the Distribution Date that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into (i) an Adjusted Baxter Option in the case of any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board or (ii) a Baxalta Option in the case of any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board. Each such adjusted or converted Option shall, except as otherwise provided in this Section 6.04(a), be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Baxter Option immediately prior to the Distribution Date; provided, however, that upon such adjustment or conversion: (A) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of Baxter Common Shares subject to such Option shall be unchanged from the number of Baxter Common Shares that were subject to the original unadjusted Baxter Option; (B) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option into which such Baxter Option is converted, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (x) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (y) the Distribution Ratio; (C) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board, the number of Baxter Common Shares subject to such Adjusted Baxter Option (if any), rounded down to the nearest whole number, shall be equal to (1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; (D) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board, the number of shares of Baxalta Common Stock subject to such Baxalta Option (if any), rounded down to the nearest whole number, shall be equal to (1) the product obtained by multiplying (xx) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (yy) the Distribution Ratio, divided by (2) the Baxalta Percentage; (E) the per share exercise price of each Adjusted Baxter Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxter Pre-Distribution Stock Value minus (2) the Baxter Pre-Distribution Option Value; and (F) the per share exercise price of each Baxalta Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxalta Stock Value minus (2) the Baxalta Pre-Distribution Option Value; provided, however, that the exercise price, the number of Baxter Common Shares and shares of Baxalta Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A.

Baxter Options. As determined by the Baxter Compensation Committee pursuant to its authority under the applicable Baxter Directors’ PlanStock Program, each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014) that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into both an Adjusted Baxter Option and a Baxalta Option. As determined by the Baxter Compensation Committee pursuant to its authority under the applicable Baxter Directors’ PlanStock Program, each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) ), but prior to the Distribution Date that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into (ix) an Adjusted Baxter Option in the case of any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board Employees and the Baxalta Board Baxter Former Employees or (iiy) a Baxalta Option in the case of any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter BoardEmployees or Baxalta Former Employees. Each such adjusted or converted Option shall, except as otherwise provided in this Section 6.04(a)6.01, be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Baxter Option immediately prior to the Distribution Date; provided, however, that upon such adjustment or conversion: (A) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of Baxter Common Shares subject to such Option shall be unchanged from the number of Baxter Common Shares that were subject to the original unadjusted Baxter Option; (B) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option into which issued with respect to such Baxter Option is convertedOption, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (x1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (y2) the Distribution Ratio; (C) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board), the number of Baxter Common Shares subject to such Adjusted Baxter Option (if any), rounded down to the nearest whole number, shall be equal to (1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; (D) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board), the number of shares of Baxalta Common Stock subject to such the Baxalta Option into which such Baxter Option is converted (if any), rounded down to the nearest whole number, shall be equal to (1) the product obtained by multiplying (xx) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (yy) the Distribution Ratio, divided by (2) the Baxalta Percentage; (E) the per share exercise price of each Adjusted Baxter Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxter Pre-Distribution Stock Value minus (2) the Baxter Pre-Distribution Option Value; and (F) the per share exercise price of each Baxalta Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxalta Stock Value minus (2) the Baxalta Pre-Distribution Option Value; provided, however, that the exercise price, the number of Baxter Common Shares and shares of Baxalta Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A.minus

Baxter Options. As determined by the Baxter Compensation Committee pursuant to its authority under the applicable Baxter Directors’ PlanStock Program, each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014) that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into both an Adjusted Baxter Option and a Baxalta Option. As determined by the Baxter Compensation Committee pursuant to its authority under the applicable Baxter Directors’ PlanStock Program, each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) ), but prior to the Distribution Date that remains outstanding as of immediately prior to the Distribution Date, regardless of by whom held, whether vested or unvested, shall be converted concurrently with the Distribution on the Distribution Date into (ix) an Adjusted Baxter Option in the case of any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board Employees and the Baxalta Board Baxter Former Employees or (iiy) a Baxalta Option in the case of any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter BoardEmployees or Baxalta Former Employees. Each such adjusted or converted Option shall, except as otherwise provided in this Section 6.04(a)6.01, be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Baxter Option immediately prior to the Distribution Date; provided, however, that upon such adjustment or conversion: (A) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of Baxter Common Shares subject to such Option shall be unchanged from the number of Baxter Common Shares that were subject to the original unadjusted Baxter Option; (B) with respect to each Baxter Option granted prior to January 1, 2015 (other than new hire grants made on or after July 1, 2014), the number of shares of Baxalta Common Stock subject to the Baxalta Option into which issued with respect to such Baxter Option is convertedOption, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (x1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (y2) the Distribution Ratio; (C) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is not serving on the Baxalta Board or who is serving on both the Baxter Board and the Baxalta Board), the number of Baxter Common Shares subject to such Adjusted Baxter Option (if any), rounded down to the nearest whole number, shall be equal to the (1) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date, divided by (2) the Baxter Percentage; (D) with respect to each Baxter Option granted on or after January 1, 2015 (or, with respect to new hire grants, on or after July 1, 2014) to any holder thereof who, as of immediately following the Distribution Date, is serving on the Baxalta Board, but not the Baxter Board), the number of shares of Baxalta Common Stock subject to such the Baxalta Option into which such Baxter Option is converted (if any), rounded down to the nearest whole number, shall be equal to (1) the product obtained by multiplying (xx) the number of Baxter Common Shares subject to the Baxter Option immediately prior to the Distribution Date times (yy) the Distribution Ratio, divided by (2) the Baxalta Percentage; (E) the per share exercise price of each Adjusted Baxter Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxter Pre-Distribution Stock Value minus (2) the Baxter Pre-Distribution Option Value; and (F) the per share exercise price of each Baxalta Option, rounded up to the nearest hundredth of a cent, shall be equal to (1) the Baxalta Stock Value minus (2) the Baxalta Pre-Distribution Option Value; provided, however, that the exercise price, the number of Baxter Common Shares and shares of Baxalta Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A.minus