Vested Old EWS Options Held by EWS Participants. As determined by the EWS Committee in its sole discretion pursuant to its authority under the applicable EWS Share Plan and subject to the specific provisions of the governing award agreement, each Vested Old EWS Option held by an EWS Participant as of the Distribution Date shall be shall be converted into both a SNI Option and a New EWS Option; provided, however, that from and after the Distribution Date (i) the number of SNI Common Shares subject to the SNI Option shall be equal to the quotient obtained by dividing (x) 80% of the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, with fractional shares rounded down to the nearest whole share; (ii) the number of EWS Common Shares subject to the New EWS Option shall be equal to the quotient obtained by dividing (x) 20% of the number of EWS Common Shares subject to the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, with fractional shares rounded down to the nearest whole share; (iii) the per share exercise price of the SNI Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the SNI Ratio, rounded up to the nearest whole cent; and (iv) the per share exercise price of such New EWS Option shall be equal to the product obtained by multiplying (x) the per share exercise price of the corresponding Old EWS Option immediately prior to the Distribution Date, by (y) the EWS Ratio, rounded up to the nearest whole cent.
Appears in 4 contracts
Samples: Employee Matters Agreement (Scripps Networks Interactive, Inc.), Employee Matters Agreement (Scripps Networks Interactive, Inc.), Employee Matters Agreement (Scripps E W Co /De)
