Common use of Option Awards Not Held by a Former Employee Clause in Contracts

Option Awards Not Held by a Former Employee. Each Parent Option Award held by an individual other than a Former Employee that is outstanding as of immediately prior to the Effective Time shall be converted, as of the Effective Time, into both a Post-Separation Parent Option Award and a SpinCo Option Award and shall, except as otherwise provided in this Section 4.02, be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as were applicable to such Parent Option Award immediately prior to the Effective Time; provided, however, that from and after the Effective Time: (A) the number of Parent Shares subject to such Post-Separation Parent Option Award shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Value Factor; (B) the number of SpinCo Shares subject to such SpinCo Option Award shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time by (II) the SpinCo Value Factor; (C) the per share exercise price of such Post-Separation Parent Option Award shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (II) the Parent Ratio; and (D) the per share exercise price of such SpinCo Option Award shall be equal to the quotient, rounded up to the nearest cent, obtained by dividing (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (II) the SpinCo Ratio.