Common use of Stock Option Distribution Adjustments Clause in Contracts

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution Date, each Parent Option (whether vested or unvested) that is outstanding as of immediately prior to the Distribution Date and that is held by a SpinCo Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Common Shares (each, a “SpinCo Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution Date; provided, that (i) the number of Resulting Entity Common Shares subject to such SpinCo Option shall be determined by multiplying (A) the number of Parent Common Shares subject to the corresponding Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing (A) the exercise price per Parent Common Share applicable to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution Date, each Parent Option (whether vested or unvested) that is outstanding as of immediately prior to the Distribution Date and held by (1) a Parent Participant (including any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution Date; provided, that (i) the number of Parent Common Shares subject to such Adjusted Parent Option shall be determined by multiplying (A) the number of Parent Common Shares subject to the corresponding Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing (A) the exercise price per Parent Common Share applicable to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, rounded up to the nearest whole cent. (c) Notwithstanding anything to the contrary in this Section 8.03, the exercise price, the number of shares of Parent Common Shares or Resulting Entity Common Shares, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA).

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution Date, each Parent Option (whether vested or unvested) that is outstanding as of immediately prior to the Distribution Date and that is held by a SpinCo Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Common Shares (each, a “SpinCo Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution Date; provided, that (i) the number of Resulting Entity Common Shares subject to such SpinCo Option shall be determined by multiplying (A) the number of Parent Common Shares subject to the corresponding Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall shall, in each case, be determined by dividing (A) the exercise price per Compensation Committee of the SpinCo Board following good faith consultation with Parent Common Share applicable in a manner that is intended to preserve the corresponding aggregate intrinsic value of such Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, rounded up to the nearest whole centOption. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution Date, each Parent Option (whether vested or unvested) that is outstanding as of immediately prior to the Distribution Date and held by (1) a Parent Participant (including any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any an Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution Date; provided, that (i) the number of Parent Common Shares subject to such Adjusted Parent Option shall be determined by multiplying (A) the number of Parent Common Shares subject to the corresponding Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing (A) the exercise price per Parent Common Share applicable to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, rounded up to the nearest whole cent. (c) Notwithstanding anything to the contrary in this Section 8.03, the exercise price, the number of shares of Parent Common Shares or Resulting Entity Common Shares, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA).

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and that is held by a SpinCo Lithium Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Company Common Shares Stock (each, a “SpinCo Lithium Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of Resulting Entity shares of Company Common Shares Stock subject to to, and the exercise price per share of, such SpinCo Lithium Option shall be determined by multiplying (A) the number Parent Compensation Committee in a manner intended to preserve the value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and held by (1) a Parent Participant (including any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of shares of Parent Common Shares Stock subject to to, and the exercise price per share of, such Adjusted Parent Option shall be determined by multiplying (A) the number Parent Compensation Committee in a manner intended to preserve the value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Parent Post-Distribution Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (c) . Notwithstanding anything to the contrary in this Section 8.03‎Section 8.04, the exercise price, the number of shares of Parent Common Shares Stock or Resulting Entity Company Common SharesStock, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Lithium Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA)Code.

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and that is held by a SpinCo Lithium Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Company Common Shares Stock (each, a “SpinCo Lithium Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of Resulting Entity shares of Company Common Shares Stock subject to to, and the exercise price per share of, such SpinCo Lithium Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and held by (1) a Parent Participant (including including, for the avoidance of doubt, any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of shares of Parent Common Shares Stock subject to to, and the exercise price per share of, such Adjusted Parent Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Adjusted Parent Post-Distribution Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (c) Notwithstanding anything to the contrary in this Section 8.038.04, the exercise price, the number of shares of Parent Common Shares Stock or Resulting Entity Company Common SharesStock, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA).as

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and that is held by a SpinCo Lithium Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Company Common Shares Stock (each, a “SpinCo Lithium Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of Resulting Entity shares of Company Common Shares Stock subject to to, and the exercise price per share of, such SpinCo Lithium Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and held by (1) a Parent Participant (including including, for the avoidance of doubt, any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of shares of Parent Common Shares Stock subject to to, and the exercise price per share of, such Adjusted Parent Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Adjusted Parent Post-Distribution Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (c) Notwithstanding anything to the contrary in this Section 8.03‎Section 8.04, the exercise price, the number of shares of Parent Common Shares Stock or Resulting Entity Company Common SharesStock, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Lithium Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA)Code.

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and that is held by a SpinCo Lithium Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Company Common Shares Stock (each, a “SpinCo Lithium Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of Resulting Entity shares of Company Common Shares Stock subject to to, and the exercise price per share of, such SpinCo Lithium Option shall be determined by multiplying (A) the number Parent Compensation Committee in a manner intended to preserve the value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and held by (1) a Parent Participant (including any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of shares of Parent Common Shares Stock subject to to, and the exercise price per share of, such Adjusted Parent Option shall be determined by multiplying (A) the number Parent Compensation Committee in a manner intended to preserve the value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Parent Post-Distribution Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (c) . Notwithstanding anything to the contrary in this Section 8.038.04, the exercise price, the number of shares of Parent Common Shares Stock or Resulting Entity Company Common SharesStock, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Lithium Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA)Code.

Stock Option Distribution Adjustments. (a) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and that is held by a SpinCo Lithium Participant other than a Former SpinCo Employee shall be converted into an option to acquire Resulting Entity Company Common Shares Stock (each, a “SpinCo Lithium Option”) and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of Resulting Entity shares of Company Common Shares Stock subject to to, and the exercise price per share of, such SpinCo Lithium Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Company Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Resulting Entity Common Shares applicable to such SpinCo Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Company Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Company Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (b) Effective as of immediately prior to the consummation of the Distribution on the Distribution DateEffective Time, each Parent Option (Option, whether vested or unvested) , that is outstanding as of immediately prior to the Distribution Date Effective Time and held by (1) a Parent Participant (including including, for the avoidance of doubt, any Former Parent Employee), (2) a Former SpinCo Employee or (3) a Solta Employee (including any Former Solta Employee and any Agency Transfer Employee), in each case shall be converted into an Adjusted Parent Option and shall be subject to the same terms and conditions (including vesting and expiration schedules) as applicable to the corresponding Parent Option as of immediately prior to the Distribution DateEffective Time; providedprovided that from and after the Distribution Effective Time, that (i) the number of shares of Parent Common Shares Stock subject to to, and the exercise price per share of, such Adjusted Parent Option shall be determined by multiplying the Parent Board (Aor an appropriate committee thereof) in a manner intended to preserve the number value of Parent Common Shares subject to the corresponding such Parent Option immediately prior to the Distribution Date by (B) the Parent Concentration Ratio, rounded down to the nearest whole share, and (ii) the exercise price per Parent Common Share applicable to such Adjusted Parent Option shall be determined by dividing taking into account (A) the exercise price per share of such Parent Common Share applicable Option and (B) the relative values of the Parent Pre-Distribution Stock Value and the Adjusted Parent Post-Distribution Stock Value, with any fractional shares rounded down to the corresponding Parent Option immediately prior to the Distribution Date by (ii) the Parent Concentration Ratio, nearest whole number of shares and any exercise price rounded up to the nearest whole cent. (c) Notwithstanding anything to the contrary in this Section 8.038.04, the exercise price, the number of shares of Parent Common Shares Stock or Resulting Entity Company Common SharesStock, as applicable, and the terms and conditions of exercise applicable to any Adjusted Parent Option or SpinCo Option, as the case may be, shall be determined in a manner consistent with the requirements of Section 409A of the Code and other applicable tax Laws (including, if applicable, the ITA).24 #90914078v33