Common use of Healthcare Options Clause in Contracts

Healthcare Options. (i) On behalf of all Healthcare Employees who hold Tyco Options, prior to the Distribution, Tyco shall take all actions necessary such that each Tyco Option held by a Healthcare Employee which is outstanding immediately prior to the Distribution, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Healthcare Common Stock (a “Healthcare Option”) in accordance with the succeeding paragraphs of this Section 6.1(a). (ii) The number of shares subject to the Healthcare Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the last per share trading price of Tyco Common Stock with due bills on the NYSE (NYSE - TYC) in the last trade on the NYSE immediately prior to the Distribution (the “Closing Tyco Stock Price”), and the denominator of which is the last per share trading price of Healthcare Common Stock when-issued (NYSE –COV-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Healthcare Stock Price”), with the resulting number of shares subject to the Healthcare Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Healthcare Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Healthcare Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest hundredth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Healthcare to adopt the Tyco Healthcare Ltd. 2007 Stock and Incentive Plan (the “2007 Healthcare Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Healthcare to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Healthcare Stock and Incentive Plan. On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to a Healthcare Option to ensure that the terms and conditions of the Healthcare Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

Healthcare Options. (i) On behalf of all Healthcare Employees who hold Tyco Options, prior to the DistributionDistribution Date, Tyco shall take all actions necessary such that each Tyco Option held by a Healthcare Employee which is outstanding immediately prior to the DistributionDistribution Date, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Healthcare Common Stock (a “Healthcare Option”) in accordance with the succeeding paragraphs of this Section 6.1(a). (ii) The number of shares subject to the Healthcare Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the last per share trading price of Tyco Common Stock with due bills on the NYSE (NYSE - TYC) in the last trade on the NYSE immediately prior to the Distribution (the “Closing Tyco Stock Price”), and the denominator of which is the last per share trading price of Healthcare Common Stock when-issued (NYSE –COV-WI— ) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Healthcare Stock Price”), with the resulting number of shares subject to the Healthcare Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Healthcare Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Healthcare Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest hundredth ten-thousandth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Healthcare to adopt the Tyco Healthcare Ltd. 2007 Stock and Incentive Plan (the “2007 Healthcare Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Healthcare to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Healthcare Stock and Incentive Plan. On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to a Healthcare Option to ensure that the terms and conditions of the Healthcare Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.

Healthcare Options. (i) On behalf of all Healthcare Employees who hold Tyco Options, prior to the DistributionDistribution Date, Tyco shall take all actions necessary such that each Tyco Option held by a Healthcare Employee which is outstanding immediately prior to the DistributionDistribution Date, whether vested or unvested, other than any Tyco Option subject to the provisions of Section 6.1(d) below, shall, as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, be converted into an option to acquire Healthcare Common Stock (a “Healthcare Option”) in accordance with the succeeding paragraphs of this Section 6.1(a). (ii) The number of shares subject to the Healthcare Option shall equal the number of shares of Tyco Common Stock subject to the Tyco Option multiplied by a fraction, the numerator of which is the last per share trading price of Tyco Common Stock with due bills on the NYSE (NYSE - TYC) in the last trade on the NYSE immediately prior to the Distribution (the “Closing Tyco Stock Price”), and the denominator of which is the last per share trading price of Healthcare Common Stock when-issued (NYSE –COV-WI) in the last trade on the NYSE immediately prior to the Distribution (the “Pre-Distribution Healthcare Stock Price”), with the resulting number of shares subject to the Healthcare Option being rounded down to the nearest whole share. (iii) The per share exercise price of the Healthcare Option shall be equal to the product of (A) the original exercise price of the Tyco Option multiplied by (B) a fraction, the numerator of which shall be the Pre-Distribution Healthcare Stock Price and the denominator of which shall be the Closing Tyco Stock Price, which product shall be rounded up to the nearest hundredth ten-thousandth of a cent (four decimal places). (iv) Prior to the Distribution Date, Tyco shall cause Healthcare to adopt the Tyco Healthcare Ltd. 2007 Stock and Incentive Plan (the “2007 Healthcare Stock and Incentive Plan”), effective as of 12:00:01 a.m. Eastern Standard Time on the Distribution Date, shall ensure or cause Healthcare to ensure that the shares issuable under such plan have been registered on Form S-8 (or successor form) promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended, and shall approve, as the sole stockholder, the adoption of the 2007 Healthcare Stock and Incentive Plan. On or prior to 12:00:01 a.m. Eastern Standard Time on the Distribution Date, Tyco shall take all actions deemed necessary and appropriate to revise award agreements issued with respect to any Tyco Option converted to a Healthcare Option to ensure that the terms and conditions of the Healthcare Options described in Section 6.1(a) above are substantially similar to the terms and conditions applicable to the corresponding Tyco Option, including the terms and conditions relating to vesting and the post-termination exercise period.