definiens: ) issued under the Stock Plans(as defined in Section 5.2 ), whether vested or unvested, shall be converted into an option to acquire a number ofshares of Parent Common Stock equal to the product ( rounded down to the nearest number of whole shares ) of ( x ) thenumber of Shares subject to the In - the - Money Company Option immediately prior to the Effective Time and ( y ) theConversion Number, at an exercise price per share ( rounded up to the nearest whole cent ) equal to ( A ) the exerciseprice per Share of such In - the - Money Company Option immediately prior to the Effective Time divided by ( B ) theConversion Number ; provided, however, that the exercise price and the number of shares of common stock, par value$0.0001 per share, of Parent ( ) purchasable pursuant to the In - the - Money Company Optionsshall be determined in a manner consistent with the requirements of Section 409A of the Code ; provided, further, that in the case of any In - the - Money Company Option to which Section 422 of the Code applies, the exercise priceand the number of shares of Parent Common Stock purchasable pursuant to such option shall be determined inaccordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements ofSection 424(a ) of the Code