Stock Option Distribution Adjustments. (a) Effective as of the Distribution Effective Time, each Parent Option, whether vested or unvested, that is outstanding as of immediately prior to the Distribution Effective Time and held by a Lithium Participant shall be converted into an option to acquire Company Common Stock (each, a “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 Effective Time; provided that from and after the Distribution Effective Time, the number of shares of Company Common Stock subject to, and the exercise price per share of, such Lithium Option shall be determined by the Parent Compensation Committee in a manner intended to preserve the value of such Parent Option by taking into account (A) the exercise price per share of such Parent 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 nearest whole number of shares and any exercise price rounded up to the nearest whole cent.
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Samples: Employee Matters Agreement, Employee Matters Agreement (Livent Corp.), Employee Matters Agreement (Livent Corp.)
Stock Option Distribution Adjustments. (a) Effective as of the Distribution Effective Time, each Parent Option, whether vested or unvested, that is outstanding as of immediately prior to the Distribution Effective Time and held by a Lithium Participant shall be converted into an option to acquire Company Common Stock (each, a “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 Effective Time; provided that from and after the Distribution Effective Time, the number of shares of Company Common Stock subject to, and the exercise price per share of, such Lithium Option shall be determined by the Parent Compensation Committee Board (or an appropriate committee thereof) in a manner intended to preserve the value of such Parent Option by taking into account (A) the exercise price per share of such Parent 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 nearest whole number of shares and any exercise price rounded up to the nearest whole cent.
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