Effect on Unvested Company Options held by Continuing Employees. At the First Merger Effective Time, each Unvested Company Option held by a Continuing Employee shall be assumed by Parent as a Parent Option. Except as otherwise set forth in this Agreement, each Unvested Company Option so assumed by Parent pursuant to this Section 1.6(b)(iv)(B) (an “Assumed Option”) shall continue to have, and be subject to, the same terms and conditions (including the applicable vesting terms) set forth in the Plan and the option agreements relating thereto as in effect immediately prior to the First Merger Effective Time, except that (A) such Assumed Option will be exercisable for that number of whole shares of Parent Common Stock equal to the product of the aggregate number of shares of Company Common Stock that were issuable upon exercise in full of such Unvested Company Option immediately prior to the First Merger Effective Time multiplied by the Option Exchange Ratio, rounded down to the nearest whole number of shares of Parent Common Stock, and (B) the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Assumed Option shall be equal to the quotient obtained by dividing the exercise price per share of Company Common Stock at which such applicable Company Option was exercisable immediately prior to the Closing Date by the Option Exchange Ratio, rounded up to the nearest whole cent. It is the intention of the parties that, to the extent possible, each Assumed Option qualify following the First Merger Effective Time as an “incentive stock option” (within the meaning of Section 422 of the Code) to the extent that the corresponding Company Option qualified as an incentive stock option immediately prior to the First Merger Effective Time. The assumption of Unvested Company Options under this Section 1.6(b)(iv)(B) is intended to comply with Section(s) 409A and 424 of the Code.
