Common use of Versum Options Clause in Contracts

Versum Options. At the Effective Time, each outstanding option to purchase shares of Versum Common Stock granted under the Versum Prior Stock Plan (each, a “Versum Option”) shall be deemed fully vested and exercisable, and each Versum Option shall, automatically and without any action on the part of the holder thereof, cease to represent an option to purchase shares of Versum Common Stock and shall be assumed and converted into an option to purchase a number of shares of Entegris Common Stock (each such option, a “Converted Versum Option”) equal to the product of (i) the number of shares of Versum Common Stock subject to such Versum Option immediately prior to the Effective Time and (ii) the Exchange Ratio (rounded down to the nearest whole share number), with an exercise price per share equal to (A) the exercise price per share of Versum Common Stock of such Versum Option immediately prior to the Effective Time divided by (B) the Exchange Ratio (rounded up to the nearest whole cent); provided, however, that the exercise price and the number of shares of Entegris Common Stock purchasable pursuant to Converted Versum Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Versum Option to which Section 422 of the Code applies, the exercise price and the number of shares of Entegris Common Stock purchasable pursuant to such Converted Versum Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Converted Versum Option shall continue to be governed by the same terms and conditions (including, as applicable, exercisability and forfeiture terms) as were applicable to the corresponding former Versum Option immediately prior to the Effective Time.

Versum Options. At Each Air Products Option that is outstanding immediately prior to the Effective Separation Time and that is held by a Versum Employee (other than a Retirement Eligible Versum Employee or Transitional Employee) shall, as of the Separation Time, each outstanding option to purchase shares of Versum Common Stock granted under the Versum Prior Stock Plan (each, be cancelled and immediately replaced with a “Versum Option”) shall be deemed fully vested and exercisable, and each Versum Option shall, automatically in a manner that complies with the requirements of Sections 424 and without any action on the part 409A of the holder thereof, cease to represent an option to purchase shares of Versum Common Stock and shall be assumed and converted into an option to purchase a number of shares of Entegris Common Stock (each such option, a “Converted Versum Option”) equal to the product of Code as follows: (i) the The number of shares of Versum Common Stock common stock subject to such each Versum Option immediately prior shall be equal to the Effective Time and (ii) the Exchange Ratio product (rounded down to the nearest whole share number), with on an exercise price per share equal to aggregated basis) of (A) the exercise price per share number of Versum Common Stock shares of such Versum Air Products common stock subject to the corresponding Air Products Option immediately prior to the Effective Separation Time divided by and (B) a fraction, the Exchange Ratio numerator of which is the Air Products Pre-Distribution Stock Price and the denominator of which is the Versum Stock Price (such fraction, the “Versum Ratio”). (ii) The exercise price per share for each Versum Option shall be equal to (rounded up to the nearest whole cent); provided, however, that ) (A) the exercise price and the number of shares of Entegris Common Stock purchasable pursuant to Converted Versum Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, that in the case of any Versum Option to which Section 422 of the Code applies, the exercise price and the number of shares of Entegris Common Stock purchasable pursuant to such Converted Versum Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Converted Versum Option shall continue to be governed by the same terms and conditions (including, as applicable, exercisability and forfeiture terms) as were applicable to the corresponding former Versum Air Products Option immediately prior to the Effective Separation Time divided by (B) the Versum Ratio. (iii) Each Versum Option shall otherwise be subject to the same terms, vesting conditions, exercise procedures, expiration dates and termination provisions and other terms and conditions as were in effect immediately prior to the Separation Time for the corresponding Air Products Option, provided that, for purposes of the vesting conditions of each Versum Option that is unvested as of the Separation Time, any requirement for continued service by the holder of such Versum Option shall be satisfied by continued service with Versum or another member of the Versum Group, as the case may be.