Company Option Awards. At the Effective Time, each outstanding and vested compensatory option to purchase shares of Company Common Stock (a “Company Option Award”) granted pursuant to the Company Stock Plan shall be canceled and converted into the right to receive that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the quotient of (i) the product of (A) the excess, if any, of the Merger Consideration Value over the per share exercise price of the applicable Company Option Award, multiplied by (B) the number of shares of Company Common Stock subject to such Company Option Award immediately prior to the Effective Time, divided by (ii) the Parent Stock Price. Any Company Option Award that has an exercise price per share of Company Common Stock that is equal to or greater than the Merger Consideration Value shall be canceled for no consideration. The term “Merger Consideration Value” means the product of (x) the Exchange Ratio multiplied by (y) the Parent Stock Price.
Company Option Awards. (i) At or immediately prior to the Effective Time, each Company Option Award that is outstanding, unvested and unexercised immediately prior to the Effective Time shall, automatically and without any action required on the part of the holder of such Company Option Award, be converted into an option (a “Parent Option Award”) to purchase (i) that number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the product of (A) the total number of shares of Class A Common Stock subject to such Company Option Award immediately prior to the Effective Time and (B) the Equity Award Exchange Ratio, (ii) at an exercise price per share of Parent Common Stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Class A Common Stock of such Company Option Award immediately prior to the Effective Time divided by (B) the Equity Award Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock shall be determined in a manner consistent with the requirements of Section 409A of the Code and Treas. Reg. Section 1.409A-1(b)(v)(4)(D). Except as expressly provided in this Section 2.05(d), each such Parent Option Award shall be subject to the same terms and conditions (including vesting, exercisability and treatment upon termination terms) as applied to the corresponding Company Option Award immediately prior to the Effective Time.
