Common use of Varex Employees and Directors Clause in Contracts

Varex Employees and Directors. If the holder is a Varex Employee or a Transferred Director, such award shall be converted, as of the Effective Time, into a Varex 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 Varex Option Award shall be equal to the product, rounded down to the nearest whole share, of (I) the number of Parent Shares subject to the corresponding Parent Option Award immediately prior to the Effective Time, multiplied by (II) the Varex Ratio; and (B) the per share exercise price of such Varex Option Award shall be equal to the quotient, rounded up to the nearest cent, of (I) the per share exercise price of the corresponding Parent Option Award immediately prior to the Effective Time, divided by (II) the Varex Ratio. Notwithstanding anything to the contrary in this Section 4.02(a)(ii), the exercise price, the number of Varex Shares subject to each Varex 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.