Common use of Merck Options Clause in Contracts

Merck Options. Each Merck Option outstanding as of immediately prior to the Distribution Date, whether vested or unvested and regardless of by whom held shall be converted concurrently with the Distribution on the Distribution Date into (x) an Adjusted Merck Option in the case of Merck Employees, Post-Distribution Organon Employees and Former Employees or (y) an Organon Option in the case of Organon Employees (excluding any Post-Distribution Organon Employee). Each such adjusted or converted Option shall, except as otherwise provided in this Section 6.01, be subject to the same terms and conditions (including with respect to vesting) after the Distribution Date as applicable to such Merck Option immediately prior to the Distribution Date; provided, however, that upon such adjustment or conversion: (A) the number of Merck Common Shares subject to such Adjusted Merck Option (if any) shall be equal to (1) the number of Merck Common Shares subject to the Merck Option immediately prior to the Distribution Date, multiplied by (2) the Merck Conversion Ratio, rounded down to the nearest whole share; (B) the number of shares of Organon Common Stock subject to the Organon Option into which such Merck Option is converted (if any) shall be equal to (1) (xx) the number of Merck Common Shares subject to the Merck Option immediately prior to the Distribution Date multiplied by (yy) the Distribution Ratio, multiplied by (2) the Organon Conversion Ratio, rounded down to the nearest whole share; (C) the per share exercise price of each Adjusted Merck Option, shall be equal to (1) the per share exercise price of the Merck Option immediately prior to the Distribution Date divided by (2) the Merck Conversion Ratio, rounded up to the nearest cent; and (D) the per share exercise price of each Organon Option, shall be equal to (1) the per share exercise price of the Merck Option immediately prior to the Distribution Date divided by (2) the Organon Conversion Ratio divided by (3) the Distribution Ratio, rounded up to the nearest cent; provided, however, that the exercise price, the number of Merck Common Shares and the number of shares of Organon Common Stock subject to such options, and the terms and conditions of exercise of such options shall be determined in a manner consistent with the requirements of Code Section 409A.