Common use of Parent Long-Term Incentive Plans Clause in Contracts

Parent Long-Term Incentive Plans. Parent and Xxxx shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Option and RSU Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Section 4.3. The adjustments set forth below shall be the sole adjustments made with respect to Parent Options and Parent RSU Awards in connection with the Distribution. (a) Parent Options Other than Parent Options Held by Former Parent Employees and Other than Parent Options Granted on or following the Cutoff Date. As determined by the Compensation Committee of the Parent Board of Directors (the “Committee”) pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time, other than a Parent Option held by a Former Parent Employee and other than a Parent Option granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx Option and a Parent Option and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio by (C) the Parent Allocation Factor, (ii) the number of shares of Xxxx Common Stock subject to such Xxxx Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio by (C) the Xxxx Allocation Factor, (iii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio, and (iv) the per share exercise price of such Xxxx Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio.

Parent Long-Term Incentive Plans. Parent and Xxxx shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Option and RSU Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Section 4.3. The adjustments set forth below shall be the sole adjustments made with respect to Parent Options and Parent RSU Awards in connection with the Distribution. (a) Parent Options Other than Parent Options Held by Former Parent Employees and Other than Parent Options Granted on or following the Cutoff Date. As determined by the Compensation Committee of the Parent Board of Directors (the “Committee”) pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time, other than a Parent Option held by a Former Parent Employee and other than a Parent Option granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx Option and a Parent Option and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio by (C) the Parent Allocation Factor, (ii) the number of shares of Xxxx Common Stock subject to such Xxxx Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio by (C) the Xxxx Allocation Factor, (iii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio, and (iv) the per share exercise price of such Xxxx Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio. (b) Parent Options Held by Former Parent Employees and Parent Options Granted on or Following the Cutoff Date. (i) As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time (x) that is held by a Former Parent Employee or (y) (I) that was granted on or following the Cutoff Date and (II) is held by a Parent Employee as of immediately prior to the Distribution Effective Time shall be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: A. the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (I) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio, and B. the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (I) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio. (ii) As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option granted on or following the Cutoff Date that is outstanding and held by an Xxxx Employee as of immediately prior to the Distribution Effective Time shall be converted into an Xxxx Option that is subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: A. the number of shares of Xxxx Common Stock subject to such Xxxx Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (I) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (II) the Xxxx Ratio, and B. the per share exercise price of such Xxxx Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (I) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (II) the Xxxx Ratio. (c) Parent RSU Awards Other than Parent RSU Awards Granted on or Following the Cutoff Date. As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent RSU Award outstanding as of immediately prior to the Distribution Effective Time, other than any Parent RSU Award granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx RSU Award and a Parent RSU Award and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent RSU Award immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent RSU Award shall be equal to the number of shares of Parent Common Stock subject to such Parent RSU Award immediately prior to the Distribution Effective Time, and (ii) the number of shares of Xxxx Common Stock subject to such Xxxx RSU Award, rounded to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent RSU Award immediately prior to the Distribution Effective Time by (B) the Distribution Ratio.

Parent Long-Term Incentive Plans. Parent and Xxxx shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Option and RSU Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Section 4.3. The adjustments set forth below shall be the sole adjustments made with respect to Parent Options and Parent RSU Awards in connection with the Distribution. (a) Parent Options Other than Parent Options Held by Former Parent Employees and Other than Parent Options Granted on or following the Cutoff Date. As determined by the Compensation Committee of the Parent Board of Directors (the “Committee”) pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time, other than a Parent Option held by a Former Parent Employee and other than a Parent Option granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx Option and a Parent Option and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio by (C) the Parent Allocation Factor, (ii) the number of shares of Xxxx Common Stock subject to such Xxxx Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio by (C) the Xxxx Allocation Factor, (iii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio, and (iv) the per share exercise price of such Xxxx Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio. (b) Parent Options Held by Former Parent Employees and Parent Options Granted on or Following the Cutoff Date. (i) As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time (x) that is held by a Former Parent Employee or (y) that was granted on or following the Cutoff Date shall be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: A. the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (I) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio, and B. the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (I) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio.

Parent Long-Term Incentive Plans. Parent and Xxxx shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Option and RSU Award granted under any Parent Long-Term Incentive Plan held by any individual shall be adjusted as set forth in this Section 4.3. The adjustments set forth below shall be the sole adjustments made with respect to Parent Options and Parent RSU Awards in connection with the Distribution. (a) Parent Options Other than Parent Options Held by Former Parent Employees and Other than Parent Options Granted on or following the Cutoff Date. As determined by the Compensation Committee of the Parent Board of Directors (the “Committee”) pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time, other than a Parent Option held by a Former Parent Employee and other than a Parent Option granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx Option and a Parent Option and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio by (C) the Parent Allocation Factor, (ii) the number of shares of Xxxx Common Stock subject to such Xxxx Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio by (C) the Xxxx Allocation Factor, (iii) the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (B) the Parent Ratio, and (iv) the per share exercise price of such Xxxx Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (A) the per share exercise price of the Parent Option immediately prior to the Distribution Effective Time by (B) the Xxxx Ratio. (b) Parent Options Held by Former Parent Employees and Parent Options Granted on or Following the Cutoff Date. (i) As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent Option outstanding as of immediately prior to the Distribution Effective Time (x) that is held by a Former Parent Employee or (y) that was granted on or following the Cutoff Date shall be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent Option immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: A. the number of shares of Parent Common Stock subject to such Parent Option, rounded down to the nearest whole share, shall be equal to the product obtained by multiplying (I) the number of shares of Parent Common Stock subject to such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio, and B. the per share exercise price of such Parent Option, rounded up to the nearest whole cent, shall be equal to the quotient obtained by dividing (I) the per share exercise price of such Parent Option immediately prior to the Distribution Effective Time by (II) the Parent Ratio. (c) Parent RSU Awards Other than Parent RSU Awards Granted on or Following the Cutoff Date. As determined by the Committee pursuant to its authority under the applicable Parent Long-Term Incentive Plan, each Parent RSU Award outstanding as of immediately prior to the Distribution Effective Time, other than any Parent RSU Award granted on or following the Cutoff Date, shall, immediately prior to the Distribution Effective Time, be converted into both an Xxxx RSU Award and a Parent RSU Award and shall otherwise be subject to the same terms and conditions after the Distribution Effective Time as the terms and conditions applicable to such Parent RSU Award immediately prior to the Distribution Effective Time; provided, however, that from and after the Distribution Effective Time: (i) the number of shares of Parent Common Stock subject to such Parent RSU Award shall be equal to the number of shares of Parent Common Stock subject to such Parent RSU Award immediately prior to the Distribution Effective Time, and (ii) the number of shares of Xxxx Common Stock subject to such Xxxx RSU Award, rounded to the nearest whole share, shall be equal to the product obtained by multiplying (A) the number of shares of Parent Common Stock subject to the Parent RSU Award immediately prior to the Distribution Effective Time by (B) the Distribution Ratio.