Ventas Stock Options held by SpinCo Group Employees. Each Ventas Stock Option held by a SpinCo Group Employee that is outstanding and unexercised as of immediately prior to the Effective Time shall be converted into a SpinCo Stock Option and shall otherwise be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Ventas Stock Option immediately prior to the Effective Time (except that references to Ventas in the applicable plan and award agreement shall be deemed to refer to SpinCo, unless clearly dictated otherwise by context); provided, however, that from and after the Effective Time: (a) the number of shares of SpinCo Common Stock subject to such SpinCo Stock Option, rounded down to the nearest whole number of shares, shall be equal to the product obtained by multiplying (i) the number of shares of Ventas Common Stock subject to such Ventas Stock Option immediately prior to the Effective Time by (ii) the SpinCo Ratio; and (b) the per share exercise price of such SpinCo Stock 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 Ventas Stock Option immediately prior to the Effective Time by (ii) the SpinCo Ratio.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ventas Inc), Employee Matters Agreement (Care Capital Properties, Inc.), Employee Matters Agreement (Care Capital Properties, Inc.)
