Converted Options. (a) At or prior to the Time of Distribution, Fortune and ACCO will take all action necessary such that each option to purchase from Fortune shares of Fortune Common Stock granted pursuant to or governed by the Fortune 2003 Long-Term Incentive Plan or the Fortune 1999 Long-Term Incentive Plan (collectively, the “Fortune Stock Plans”) that is outstanding and unvested immediately prior to the Time of Distribution and held by an employee or former employee of ACCO or one of its Subsidiaries (a “Fortune Option”) shall, as of the Time of Distribution (without giving effect to any adjustments that would otherwise be made in respect thereof in connection with the Distribution), cease to represent a right to acquire shares of Fortune Common Stock and automatically be converted into an option (a “Fortune Converted Option”) to purchase a number of shares of ACCO Common Stock at an exercise price determined as provided in Section 2.7(b) below. Each such Fortune Converted Option will otherwise have substantially the same terms and conditions as the corresponding Fortune Option, except that references to Fortune will be changed to refer to ACCO and references to any of the Fortune Stock Plans will be changed to refer to an applicable stock option plan of ACCO. (b) (i) The number of shares of ACCO Common Stock to be subject to each Fortune Converted Option shall equal the product of (A) the number of shares of Fortune Common Stock subject to the corresponding Fortune Option multiplied by (B) the quotient of (x) the Pre-Distribution Fortune Common Stock Price divided by (y) the ACCO Common Stock Price, provided that any fractional shares of ACCO Common Stock resulting from such multiplication shall be rounded down to the nearest whole share. (ii) The exercise price per share of ACCO Common Stock subject to each Fortune Converted Option shall equal the product of (A) the exercise price per share of Fortune Common Stock under the corresponding Fortune Option prior to adjustments hereunder multiplied by (B) the quotient of (x) the ACCO Common Stock Price divided by (y) the Pre-Distribution Fortune Common Stock Price, provided that such exercise price shall be rounded up to the nearest whole cent. (c) The adjustment provided herein with respect to any options that are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. Except as set forth in this Section 2.7, the duration and other terms of a Fortune Converted Option shall be the same as the corresponding Fortune Option, except that all references to Fortune shall be deemed to be references to ACCO (but taking into account any changes thereto provided for in the Fortune Stock Plans by reason of this Agreement or the transactions contemplated hereby, if any).
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Converted Options. (a) At or prior to the Time of Distribution, Fortune and ACCO will take all action necessary such that each option to purchase from Fortune shares of Fortune Common Stock granted pursuant to or governed by the Fortune 2003 Long-Term Incentive Plan or the Fortune 1999 Long-Term Incentive Plan (collectively, the “"Fortune Stock Plans”") that is outstanding and unvested immediately prior to the Time of Distribution and held by an employee or former employee of ACCO or one of its Subsidiaries (a “"Fortune Option”") shall, as of the Time of Distribution (without giving effect to any adjustments that would otherwise be made in respect thereof in connection with the Distribution), cease to represent a right to acquire shares of Fortune Common Stock and automatically be converted into an option (a “"Fortune Converted Option”") to purchase a number of shares of ACCO Common Stock at an exercise price determined as provided in Section 2.7(b) below. Each such Fortune Converted Option will otherwise have substantially the same terms and conditions as the corresponding Fortune Option, except that references to Fortune will be changed to refer to ACCO and references to any of the Fortune Stock Plans will be changed to refer to an applicable stock option plan of ACCO.
(b) (i) The number of shares of ACCO Common Stock to be subject to each Fortune Converted Option shall equal the product of (A) the number of shares of Fortune Common Stock subject to the corresponding Fortune Option multiplied by (B) the quotient of (x) the Pre-Distribution Fortune Common Stock Price divided by (y) the ACCO Common Stock Price, provided that any fractional shares of ACCO Common Stock resulting from such multiplication shall be rounded down to the nearest whole share.
(ii) The exercise price per share of ACCO Common Stock subject to each Fortune Converted Option shall equal the product of (A) the exercise price per share of Fortune Common Stock under the corresponding Fortune Option prior to adjustments hereunder multiplied by (B) the quotient of
(x) the ACCO Common Stock Price divided by (y) the Pre-Distribution Fortune Common Stock Price, provided that such exercise price shall be rounded up to the nearest whole cent.
(c) The adjustment provided herein with respect to any options that are “incentive stock options” (as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)) shall be and is intended to be effected in a manner that is consistent with Section 424(a) of the Code. Except as set forth in this Section 2.7, the duration and other terms of a Fortune Converted Option shall be the same as the corresponding Fortune Option, except that all references to Fortune shall be deemed to be references to ACCO (but taking into account any changes thereto provided for in the Fortune Stock Plans by reason of this Agreement or the transactions contemplated hereby, if any).
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