Common use of Option Awards Clause in Contracts

Option Awards. Each Parent Option Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Separation Parent Option Award or a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of Parent Shares subject to such Post-Separation Parent Option Award, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the Post-Separation Parent Stock Value, by (2) the Option Exercise Price Ratio. (ii) Each Parent Option Award held by a SpinCo Group Employee shall be converted as of the Effective Time into a SpinCo Option Award outstanding under the SpinCo Omnibus Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option Award, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the SpinCo Ratio; and (B) the per share exercise price of such SpinCo Option Award, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the SpinCo Stock Value, by (2) the Option Exercise Price Ratio of the corresponding Parent Option Award. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

Option Awards. Each Parent Option Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Separation Parent Option Award or a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of Parent Shares subject to such Post-Separation Parent Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product product, obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the Post-Separation per share exercise price of the corresponding Parent Stock ValueOption Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Parent Ratio. (ii) Each Parent Option Award held by a SpinCo Group Employee shall be converted as of the Effective Time into a SpinCo Option Award outstanding under the SpinCo Omnibus Stock Incentive Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the SpinCo Ratio; and (B) the per share exercise price of such SpinCo Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the SpinCo Stock Valueper share exercise price of the corresponding Parent Option Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Ratio of the corresponding Parent Option AwardSpinCo Ratio. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

Option Awards. Each Parent Option Award that is outstanding as of immediately prior to the Effective Time shall be converted converted, as of the Effective Time Time, into either both a Post-Separation Parent Option Award or and a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a)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. From ; provided, however, that from and after the Effective Time: (Ai) the number of Parent Shares subject to such Post-Separation Parent Option AwardAward shall be equal to the product, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1A) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, Time by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the Post-Separation Parent Stock Value, by (2) the Option Exercise Price Ratio.Value Factor; (ii) Each Parent Option Award held by a SpinCo Group Employee shall be converted as of the Effective Time into a SpinCo Option Award outstanding under the SpinCo Omnibus Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option AwardAward shall be equal to the product, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1A) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, Time by (2B) the SpinCo Value Factor; (iii) 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 (A) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time by (B) the Parent Ratio; and (Biv) the per share exercise price of such SpinCo Option AwardAward shall be equal to the quotient, rounded up to the nearest cent, shall be equal to the product obtained by multiplying dividing (1A) the SpinCo Stock Value, by (2) the Option Exercise Price Ratio per share exercise price of the corresponding Parent Option AwardAward immediately prior to the Effective Time by (B) the SpinCo Ratio. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

Option Awards. Each Parent Encompass Option Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Separation Parent Encompass Option Award or a SpinCo an Enhabit Option Award as described below: (i) Each Parent Encompass Option Award held by a Parent an Encompass Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Encompass Option Award and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Encompass Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of Parent Encompass Shares subject to such Post-Separation Parent Encompass Option Award, shall be equal to the sum of all the Encompass Shares subject to all tranches of the Award where the number of Encompass Shares of each tranche is equal to the product, rounded down to the nearest whole sharenumber of shares for each tranche, shall be equal to the product obtained by multiplying (1) the number of Parent Encompass Shares subject to the corresponding Parent tranche of the Encompass Option Award immediately prior to the Effective Time, by (2) the Parent Encompass Ratio; and (B) the per share exercise price of such Post-Separation Parent Encompass Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the Post-Separation Parent Stock Valueper share exercise price of the corresponding Encompass Option Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Encompass Ratio. (ii) Each Parent Encompass Option Award held by a SpinCo an Enhabit Group Employee shall be converted as of the Effective Time into a SpinCo an Enhabit Option Award outstanding under the SpinCo Enhabit Omnibus Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Encompass Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Enhabit Shares subject to such SpinCo Enhabit Option Award, shall be equal to the sum of all the Enhabit Shares subject to all tranches of the Award where the number of Enhabit Shares of each tranche is equal to the product, rounded down to the nearest whole sharenumber of shares for each tranche, shall be equal to the product obtained by multiplying (1) the number of Parent Encompass Shares subject to the corresponding Parent tranche of the Encompass Option Award immediately prior to the Effective Time, by (2) the SpinCo Enhabit Ratio; and (B) the per share exercise price of such SpinCo Enhabit Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the SpinCo Stock Valueper share exercise price of the corresponding Encompass Option Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Ratio of the corresponding Parent Option AwardEnhabit Ratio. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Encompass Shares and SpinCo Enhabit Shares subject to each Post-Separation Parent Encompass Option Award and SpinCo Enhabit Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Code.

Option Awards. Each Parent Option Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Separation Parent Option Award or a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of Parent Shares subject to such Post-Separation Parent Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the Post-Separation per share exercise price of the corresponding Parent Stock ValueOption Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Parent Ratio. (ii) Each Parent Option Award held by a SpinCo Group Employee (or, if applicable, a consultant who is expected to continue service with SpinCo following the Effective Time) shall be converted as of the Effective Time into a SpinCo Option Award outstanding under the SpinCo Omnibus Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the SpinCo Ratio; and (B) the per share exercise price of such SpinCo Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the SpinCo Stock Valueper share exercise price of the corresponding Parent Option Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Ratio of the corresponding Parent Option AwardSpinCo Ratio. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the CodeXxxxxxx 000X xx xxx Xxxx.

Option Awards. Each Parent Option Award that is outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into either a Post-Separation Parent Option Award or a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee and Former Employee shall be converted as of the Effective Time, through an adjustment thereto, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of Parent Shares subject to such Post-Post- Separation Parent Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the Post-Separation per share exercise price of the corresponding Parent Stock ValueOption Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Parent Ratio. (ii) Each Parent Option Award held by a SpinCo Group Employee (or, if applicable, a consultant who is expected to continue service with SpinCo following the Effective Time) shall be converted as of the Effective Time into a SpinCo Option Award outstanding under the SpinCo Omnibus Plan and shall, except as otherwise provided in this Section 4.02(a), be subject to the same terms and conditions (including with respect to vesting and expiration) after the Effective Time as applicable to such Parent Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option Award, rounded down to the nearest whole sharenumber of shares, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the SpinCo Ratio; and (B) the per share exercise price of such SpinCo Option Award, rounded up to the nearest cent, shall be equal to the product quotient obtained by multiplying dividing (1) the SpinCo Stock Valueper share exercise price of the corresponding Parent Option Award as of immediately prior to the Effective Time, by (2) the Option Exercise Price Ratio of the corresponding Parent Option AwardSpinCo Ratio. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the CodeXxxxxxx 000X xx xxx Xxxx.

Option Awards. Each Parent (a) By no later than March 1, 2012, the Company shall grant Executive an option (the “Signing Option”) to purchase common shares of Xxxxx Properties, Inc. (“Common Shares”), with an exercise price per Common Share determined in accordance with the Company’s Equity Incentive Plan. The Signing Option Award that is outstanding immediately prior shall be an option to purchase the number of Common Shares equal to the Effective Time quotient obtained by dividing (i) $10,000,000 by (ii) the closing price of a Common Share on the New York Stock Exchange on the date of the award as determined and approved by the Board for determination of annual option grants for senior executives of the Company. The Signing Option shall be converted as vest in five (5) equal annual installments on the first anniversary of the Effective Time into either a Post-Separation Parent Option Award or a SpinCo Option Award as described below: (i) Each Parent Option Award held by a Parent Group Employee Date and Former Employee shall be converted as each of the Effective Timenext four (4) anniversaries thereof, through an adjustment theretosubject to Executive’s continued employment on each such vesting date, into a Post-Separation Parent Option Award and shall, except as otherwise provided in this Section 4.02(a), shall be subject to the same terms and conditions conditions, including the determination of the exercise price, set forth in the Equity Incentive Plan and the Company’s standard option agreement, which shall not be inconsistent herewith. Notwithstanding the foregoing, in the event of Non-Renewal by the Company at the end of the Initial Term all Signing Options will be deemed vested. Subject to Section 6.1, upon termination of Executive’s employment, the unvested portion of the Signing Option shall be immediately forfeited. (including with b) With respect to vesting each fiscal year during the Employment Period commencing in the first quarter of 2013, the Executive shall be eligible for an annual award of options to purchase Common Shares pursuant to the Equity Incentive Plan (each, an “Option Award”), with an exercise price per Common Share determined in accordance with the Equity Incentive Plan and expiration) after the Effective Time as applicable to such Parent a target Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) in respect of the number of Parent Common Shares subject to such Post-Separation Parent Option Award, rounded down to the nearest whole share, shall be equal to the product quotient obtained by multiplying dividing (1i) three (3) times the Executive’s Base Salary for the previous year, by (ii) the number closing price of Parent Shares a Common Share on the New York Stock Exchange on the date chosen by the Company and approved by the Board for determination of annual option grants for senior executives of the Company generally (the “Target Option Award”), subject to the corresponding Parent satisfaction of performance and other criteria (including discretionary components) in accordance with Company practices for the most senior executives of the Company and set by the Board. Each Option Award immediately prior to shall vest in five (5) equal annual installments on the Effective Time, by (2) the Parent Ratio; and (B) the per share exercise price of such Post-Separation Parent Option Award, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the Post-Separation Parent Stock Value, by (2) the Option Exercise Price Ratio. (ii) Each Parent Option Award held by a SpinCo Group Employee shall be converted as first anniversary of the Effective Time into a SpinCo Option Award outstanding under award and each of the SpinCo Omnibus Plan next four (4) anniversaries thereof, subject to Executive’s continued employment on each such vesting date, and shall, except as otherwise provided in this Section 4.02(a), shall be subject to the same terms and conditions (including with respect set forth in the Equity Incentive Plan and the Company’s standard option agreement and to vesting and expiration) after Board approval of such grant. Subject to Section 6, upon termination of Executive’s employment, the Effective Time as applicable to such Parent unvested portion of any Option Award immediately prior to the Effective Time. From and after the Effective Time: (A) the number of SpinCo Shares subject to such SpinCo Option Award, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (1) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, by (2) the SpinCo Ratio; and (B) the per share exercise price of such SpinCo Option Award, rounded up to the nearest cent, shall be equal to the product obtained by multiplying (1) the SpinCo Stock Value, by (2) the Option Exercise Price Ratio of the corresponding Parent Option Award. Notwithstanding anything to the contrary in this Section 4.02(a), the exercise price, the number of Parent Shares and SpinCo Shares subject to each Post-Separation Parent Option Award and SpinCo Option Award, and the terms and conditions of exercise of such options, shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that, in the case of any Parent Option Award to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code as of immediately prior to the Effective Time, the exercise price, the number of Parent Shares and SpinCo Shares subject to such option award, and the terms and conditions of exercise of such option award shall be determined in a manner consistent with the requirements of Section 424(a) of the Codeforfeited.