Common use of Equity Awards and Employee Benefits Clause in Contracts

Equity Awards and Employee Benefits. (a) At the Effective Time and subject to the satisfaction of the condition set forth in Section 7.2(e), each then outstanding Belden Option, whether or not exercisable at the Effective Time, will be assumed by CDT. Each Belden Option so assumed by CDT under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Belden Option (including any Belden Stock Plan under which such Belden Option was issued and any applicable stock option agreement or other document evidencing such Belden Option) immediately prior to the Effective Time, except that (i) each Belden Option will be exercisable for that number of whole shares of CDT Common Stock equal to the product of the number of shares of Belden Common Stock that were issuable upon exercise of such Belden Option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of CDT Common Stock, (ii) the per share exercise price for the shares of CDT Common Stock issuable upon exercise of such assumed Belden Option will be equal to the quotient determined by dividing the exercise price per share of such Belden Option by the Exchange Ratio, rounded up to the nearest whole cent and (iii) as of the Effective Time or such earlier time as provided in any Belden Stock Plan as in effect on the date hereof, all Belden Stock Options issued under a Belden Stock Plan which are either outstanding as of the date hereof or issued as permitted under this Agreement prior to the Effective Time shall vest in their entirety and become exercisable under the terms of such Belden Stock Plan. As of the Effective Time, all references in the Belden Stock Plans to Belden Common Stock shall thereafter be deemed to be references to CDT Common Stock. As soon as reasonably practicable following the Effective Time, CDT will issue to each holder of an assumed Belden Option a document evidencing the foregoing assumption of such Belden Option by CDT. As soon as reasonably practicable following the Effective time, but in no event later than 10 days following the Effective Time, CDT shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to (i) Belden Options assumed by CDT pursuant hereto and (ii) the shares of restricted CDT Common Stock contemplated by Section 6.11(c) or as set forth in Section 5.1(b) of the CDT Disclosure Schedule or Section 5.1(b) of the Belden Disclosure Schedule, shall use its commercially reasonable efforts to cause such registration statement to remain in effect for so long as such assumed Belden Option shall remain outstanding and such shares of restricted stock shall remain issuable or outstanding. Prior to the Effective Time, CDT shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CDT Common Stock for delivery in connection with the exercise of the converted Belden Options. The parties shall use their commercially reasonable efforts to ensure that the conversion of any Belden Options which are intended to be "incentive stock options" (as defined in Section 422 of the Code) provided for in this Section 6.11(a) shall be effected in a manner consistent with Section 424(a) of the Code.

Equity Awards and Employee Benefits. (a) At the Effective Time and subject to the satisfaction of the condition set forth in Section 7.2(e)Time, each then outstanding Belden Biogen Option, whether or not exercisable at the Effective Time, will be assumed by CDTIDEC. Each Belden Biogen Option so assumed by CDT IDEC under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Belden Biogen Option (including any Belden Stock Plan under which such Belden Option was issued and any applicable stock option agreement or other document evidencing such Belden Biogen Option) immediately prior to the Effective TimeTime (including any repurchase rights or vesting provisions), except that (i) each Belden Biogen Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of CDT IDEC Common Stock equal to the product of the number of shares of Belden Biogen Common Stock that were issuable upon exercise of such Belden Biogen Option immediately prior to the Effective Time (disregarding any vesting schedule applicable to such option) multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of CDT IDEC Common Stock, Stock and (ii) the per share exercise price for the shares of CDT IDEC Common Stock issuable upon exercise of such assumed Belden Biogen Option will be equal to the quotient determined by dividing the exercise price per share of Biogen Common Stock of such Belden Biogen Option by the Exchange Ratio, rounded up to the nearest whole cent and (iii) as of cent. Each assumed Biogen Option shall be vested immediately following the Effective Time or such earlier time as provided in any Belden Stock Plan as in effect on to the date hereof, all Belden Stock Options issued under a Belden Stock Plan which are either outstanding as same percentage of the date hereof or issued total number of shares subject thereto as permitted under this Agreement it was vested as to immediately prior to the Effective Time shall vest in their entirety and become exercisable under Time, except to the extent such Biogen Option (either by its terms or by the terms of such Belden Stock Plan. As another agreement) provides for acceleration of the Effective Time, all references in the Belden Stock Plans to Belden Common Stock shall thereafter be deemed to be references to CDT Common Stockvesting. As soon as reasonably practicable following the Effective Timepracticable, CDT IDEC will issue to each holder of an assumed Belden Biogen Option a document evidencing the foregoing assumption of such Belden Biogen Option by CDTIDEC. As soon as reasonably practicable following the Effective time, but in no event later than 10 days Immediately following the Effective Time, CDT IDEC shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to (i) Belden the Biogen Options assumed by CDT IDEC pursuant hereto and (ii) the shares of restricted CDT Common Stock contemplated by Section 6.11(c) or as set forth in Section 5.1(b) of the CDT Disclosure Schedule or Section 5.1(b) of the Belden Disclosure Schedule, shall use its commercially reasonable efforts to cause such registration statement to remain in effect for so long as such assumed Belden Biogen Option shall remain outstanding and such shares of restricted stock shall remain issuable or outstanding. Prior to the Effective Time, CDT IDEC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CDT IDEC Common Stock for delivery in connection with the exercise of the converted Belden Biogen Options. The parties shall use their commercially reasonable efforts to ensure that the conversion of any Belden Biogen Options which are intended to be "“incentive stock options" ” (as defined in Section 422 of the Code) provided for in this Section 6.11(a5.12(a) shall be effected in a manner consistent with Section 424(a) of the Code.

Equity Awards and Employee Benefits. (a) At the Effective Time and subject to the satisfaction of the condition set forth in Section 7.2(e)Time, each then outstanding Belden Biogen Option, whether or not exercisable at the Effective Time, will be assumed by CDTIDEC. Each Belden Biogen Option so assumed by CDT IDEC under this Agreement will continue to have, and be subject to, the same terms and conditions set forth in the applicable Belden Biogen Option (including any Belden Stock Plan under which such Belden Option was issued and any applicable stock option agreement or other document evidencing such Belden Biogen Option) immediately prior to the Effective TimeTime (including any repurchase rights or vesting provisions), except that (i) each Belden Biogen Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of CDT IDEC Common Stock equal to the product of the number of shares of Belden Biogen Common Stock that were issuable upon exercise of such Belden Biogen Option immediately prior to the Effective Time (disregarding any vesting schedule applicable to such option) multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of CDT IDEC Common Stock, Stock and (ii) the per share exercise price for the shares of CDT IDEC Common Stock issuable upon exercise of such assumed Belden Biogen Option will be equal to the quotient determined by dividing the exercise price per share of Biogen Common Stock of such Belden Biogen Option by the Exchange Ratio, rounded up to the nearest whole cent and (iii) as of cent. Each assumed Biogen Option shall be vested immediately following the Effective Time or such earlier time as provided in any Belden Stock Plan as in effect on to the date hereof, all Belden Stock Options issued under a Belden Stock Plan which are either outstanding as same percentage of the date hereof or issued total number of shares subject thereto as permitted under this Agreement it was vested as to immediately prior to the Effective Time shall vest in their entirety and become exercisable under Time, except to the extent such Biogen Option (either by its terms or by the terms of such Belden Stock Plan. As another agreement) provides for acceleration of the Effective Time, all references in the Belden Stock Plans to Belden Common Stock shall thereafter be deemed to be references to CDT Common Stockvesting. As soon as reasonably practicable following the Effective Timepracticable, CDT IDEC will issue to each holder of an assumed Belden Biogen Option a document evidencing the foregoing assumption of such Belden Biogen Option by CDTIDEC. As soon as reasonably practicable following the Effective time, but in no event later than 10 days Immediately following the Effective Time, CDT IDEC shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (and use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) with respect to (i) Belden the Biogen Options assumed by CDT IDEC pursuant hereto and (ii) the shares of restricted CDT Common Stock contemplated by Section 6.11(c) or as set forth in Section 5.1(b) of the CDT Disclosure Schedule or Section 5.1(b) of the Belden Disclosure Schedule, shall use its commercially reasonable efforts to cause such registration statement to remain in effect for so long as such assumed Belden Biogen Option shall remain outstanding and such shares of restricted stock shall remain issuable or outstanding. Prior to the Effective Time, CDT IDEC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of CDT IDEC Common Stock for delivery in connection with the exercise of the converted Belden Biogen Options. The parties shall use their commercially reasonable efforts to ensure that the conversion of any Belden Biogen Options which are intended to be "incentive stock options" (as defined in Section 422 of the Code) provided for in this Section 6.11(a5.12(a) shall be effected in a manner consistent with Section 424(a) of the Code.