ADJUSTED AWARDS Sample Clauses

ADJUSTED AWARDS. ​ ▇. ▇▇ is the intention that each Adjusted Award shall be subject to the same terms and conditions as applied to the original Company Equity Award to which such Adjusted Award relates immediately prior to the effective time of the Distribution, as provided in this Plan and the applicable award agreement, except (i) to the extent such terms are rendered inoperative by reason of the Transactions, (ii) to reflect the adjustment of such Adjusted Award pursuant to Article IV of the Employee Matters Agreement, (iii) to reflect that the Corporation is the issuer of the Common Stock subject to the Adjusted Award, and (iv) to reflect the holder of such Adjusted Award’s status as an employee, director or consultant of the Corporation or Ligand (or their respective Parents or Subsidiaries), as applicable, following the Transactions. Nothing in this Plan or in any applicable award agreement evidencing an Adjusted Award is intended to provide the holder of any Adjusted Award with additional benefits to those that the holder had under the original Company Equity Award to which such Adjusted Award relates. In the event of any inconsistency between the terms of an Adjusted Award and this Plan and the original Company Equity Award to which such Adjusted Award relates (and the Company Equity Plan under which it was originally granted) that provides the holder of any Adjusted Award with an additional benefit in violation of Section 424 or Section 409A of the Code, the terms of the original Company Equity Award shall be deemed to apply to such Adjusted Award so that no such additional benefit shall apply. ​ B. The conversion of the Adjusted Awards pursuant to the Distribution is intended to comply in all respects with the requirements of Section 424 and Section 409A of the Code, to the extent applicable, and all such provisions of this Plan, the Employee Matters Agreement and each award agreement shall be interpreted and implemented in accordance with the foregoing. ​ C. None of the Transactions shall, in and of itself, constitute a termination of Service for purposes of any Adjusted Award, and, except as otherwise provided in the Employee Matters Agreement, continued employment with Ligand (or any Parent or Subsidiary) shall be treated as continued employment with the Corporation with respect to SpinCo Equity Awards that are held by Company Service Providers. ​ D. Notwithstanding the foregoing, with respect to any unvested Adjusted Award, if the original Company Equity Awar...