Equity Awards and Employee Benefits. (i) At the Effective Time, each then outstanding Apogent Option, whether or not exercisable at the Effective Time, shall become fully vested and exercisable and will be assumed by Xxxxxx, which shall continue to treat such Apogent Options as fully vested and exercisable. Subject to, and in accordance with, the terms of the applicable Apogent Stock Plan and option award agreement, each Apogent Option so assumed by Xxxxxx under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions set forth in the applicable Apogent Option (including any applicable option award agreement or other document evidencing such Apogent Option) immediately prior to the Effective Time (including any repurchase rights), except that (A) each Apogent Option will be exercisable for that number of whole shares of Xxxxxx Common Stock equal to the product of the number of shares of Apogent Common Stock that were issuable upon exercise of such Apogent 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 Xxxxxx Common Stock and (B) the per share exercise price for the shares of Xxxxxx Common Stock issuable upon exercise of such assumed Apogent Option will be equal to the quotient determined by dividing the exercise price per share of Apogent Common Stock of such Apogent Option by the Exchange Ratio, rounded up to the nearest whole cent. (ii) Xxxxxx shall take all requisite action such that, at the Effective Time, all awards based on Apogent Common Stock that are restricted stock units granted under the Apogent Stock Plans ("Apogent Restricted Stock Units") outstanding immediately prior to the Effective Time shall become fully vested and nonforfeitable immediately prior to the Effective Time in accordance with Section 2.1(d). (iii) Apogent shall, and shall be permitted under this Agreement, to take all corporate action necessary, including, but not limited to, amending any Apogent Option, Apogent equity award agreement thereunder, or Apogent Stock Plan, to effectuate the provisions of Section 5.11(a)(i) and (ii). In addition, Xxxxxx shall, or shall cause the Surviving Corporation to, cooperate with Apogent and take all requisite action to effectuate such provisions. As soon as reasonably practicable, but in no event later than 10 business days following the Effective Time, Xxxxxx will (A) issue to each holder of an assumed Apogent Option a document evidencing the foregoing assumption of such Apogent Option by Xxxxxx, (B) issue appropriate notices setting forth such holders' rights pursuant to the assumed Apogent Options (including that, as applicable, pursuant to the terms of the Apogent Stock Plans, the Merger constitutes a "Change in Control" (or "Change of Control," as applicable) (as either such term is defined in each applicable Apogent Stock Plan)), and (C) issue appropriate notices to each holder of an assumed Apogent Option or any Apogent Restricted Stock Units setting forth the effect of the Merger on the Apogent Options and the Apogent Restricted Stock Units. Prior to the Effective Time, Xxxxxx shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Xxxxxx Common Stock for delivery in connection with the exercise of the converted Apogent
Appears in 1 contract
Equity Awards and Employee Benefits. (ia) At the Effective Time, each then outstanding Apogent Biogen Option, whether or not exercisable at the Effective Time, shall become fully vested and exercisable and will be assumed by Xxxxxx, which shall continue to treat such Apogent Options as fully vested and exercisableIDEC. Subject to, and in accordance with, the terms of the applicable Apogent Stock Plan and option award agreement, each Apogent Each Biogen Option so assumed by Xxxxxx IDEC under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions set forth in the applicable Apogent Biogen Option (including any applicable stock option award agreement or other document evidencing such Apogent Biogen Option) immediately prior to the Effective Time (including any repurchase rightsrights or vesting provisions), except that (Ai) each Apogent Biogen Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Xxxxxx IDEC Common Stock equal to the product of the number of shares of Apogent Biogen Common Stock that were issuable upon exercise of such Apogent 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 Xxxxxx IDEC Common Stock and (Bii) the per share exercise price for the shares of Xxxxxx IDEC Common Stock issuable upon exercise of such assumed Apogent Biogen Option will be equal to the quotient determined by dividing the exercise price per share of Apogent Biogen Common Stock of such Apogent Biogen Option by the Exchange Ratio, rounded up to the nearest whole cent.
(ii) Xxxxxx . Each assumed Biogen Option shall take all requisite action such that, at be vested immediately following the Effective Time, all awards based on Apogent Common Stock that are restricted stock units granted under Time as to the Apogent Stock Plans ("Apogent Restricted Stock Units") outstanding same percentage of the total number of shares subject thereto as it was vested as to immediately prior to the Effective Time shall become fully vested and nonforfeitable immediately prior Time, except to the Effective Time in accordance with Section 2.1(d).
extent such Biogen Option (iiieither by its terms or by the terms of another agreement) Apogent shall, and shall be permitted under this Agreement, to take all corporate action necessary, including, but not limited to, amending any Apogent Option, Apogent equity award agreement thereunder, or Apogent Stock Plan, to effectuate the provisions provides for acceleration of Section 5.11(a)(i) and (ii). In addition, Xxxxxx shall, or shall cause the Surviving Corporation to, cooperate with Apogent and take all requisite action to effectuate such provisionsvesting. As soon as reasonably practicable, but in no event later than 10 business days following the Effective Time, Xxxxxx IDEC will (A) issue to each holder of an assumed Apogent Biogen Option a document evidencing the foregoing assumption of such Apogent Biogen Option by XxxxxxIDEC. Immediately following the Effective Time, IDEC shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (Band use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) issue appropriate notices setting forth such holders' rights pursuant with respect to the Biogen Options assumed Apogent Options (including that, by IDEC pursuant hereto and shall cause such registration statement to remain in effect for so long as applicable, pursuant to the terms of the Apogent Stock Plans, the Merger constitutes a "Change in Control" (or "Change of Control," as applicable) (as either such term is defined in each applicable Apogent Stock Plan)), and (C) issue appropriate notices to each holder of an assumed Apogent Biogen Option or any Apogent Restricted Stock Units setting forth the effect of the Merger on the Apogent Options and the Apogent Restricted Stock Unitsremain outstanding. Prior to the Effective Time, Xxxxxx IDEC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Xxxxxx IDEC Common Stock for delivery in connection with the exercise of the converted ApogentBiogen Options. The parties shall use their commercially reasonable efforts to ensure that the conversion of any Biogen Options which are intended to be “incentive stock options” (as defined in Section 422 of the Code) provided for in this Section 5.12(a) shall be effected in a manner consistent with Section 424(a) of the Code.
(b) Biogen shall terminate the Biogen Purchase Plans immediately prior to the Effective Time. To the extent any offering period under the Biogen Purchase Plans is in progress prior to such termination, Biogen shall ensure that such offering period ends immediately prior to such termination, and that each participant’s accumulated contributions for such offering period are applied towards the purchase of Biogen Common Stock immediately prior to such termination unless the participant has previously withdrawn from such offering period in accordance with the terms of such plan. Effective as soon as practicable after the Effective Time, all Continuing Employees (as defined in Section 5.12(c)) shall be permitted to participate in the IDEC Purchase Plan in accordance with the terms of such plan.
(c) For one year following the Effective Time, IDEC shall provide or cause to be provided to those of its employees and employees of the Surviving Corporation or any other Affiliate of IDEC who were employees of Biogen immediately prior to the Effective Time (“Continuing Employees”), employee welfare benefits that, in the aggregate, are no less favorable than the employee welfare benefits package provided to those Continuing Employees by Biogen or a Subsidiary of Biogen immediately prior to the execution of this Agreement.
(d) Following the Effective Time, IDEC shall recognize (or cause to be recognized) the service of each Continuing Employee with Biogen or its Subsidiaries for purposes of (i) eligibility and vesting under any IDEC Benefit Plan, (ii) determination of benefits levels under any vacation or severance IDEC Benefit Plan and (iii) determination of “retiree” status under any IDEC Benefit Plan, for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, in each case except where such crediting would result in a duplication of benefits. To the extent IDEC establishes or designates an IDEC Benefit Plan to provide group health benefits to Continuing Employees, (i) each such IDEC Benefit Plan shall waive pre-existing condition limitations with respect to Continuing Employees to the same extent waived or no longer applicable under the applicable group health plan of Biogen and (ii) each Continuing Employee shall be given credit under the applicable IDEC Benefit Plan for amounts paid under the corresponding group health plan of Biogen or an Affiliate during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year.
(e) As of the Effective Time, IDEC shall assume and agree to perform in accordance with their terms all employment, severance and other compensation agreements and arrangements existing as of the date hereof, and provided to IDEC by Biogen prior to the date hereof, between Biogen or any Biogen Subsidiary and any director, officer or employee thereof and any such agreements or arrangements entered into after the date hereof and prior to the Effective Time by Biogen or any Biogen Subsidiary in compliance with the terms of this Agreement.
(f) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of either party to terminate, any Continuing Employee for any reason or (ii) require either party to continue any IDEC Benefit Plan or Biogen Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time.
Appears in 1 contract
Samples: Merger Agreement (Biogen Inc)
Equity Awards and Employee Benefits. (ia) At the Effective Time, each then outstanding Apogent Biogen Option, whether or not exercisable at the Effective Time, shall become fully vested and exercisable and will be assumed by Xxxxxx, which shall continue to treat such Apogent Options as fully vested and exercisableIDEC. Subject to, and in accordance with, the terms of the applicable Apogent Stock Plan and option award agreement, each Apogent Each Biogen Option so assumed by Xxxxxx IDEC under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions set forth in the applicable Apogent Biogen Option (including any applicable stock option award agreement or other document evidencing such Apogent Biogen Option) immediately prior to the Effective Time (including any repurchase rightsrights or vesting provisions), except that (Ai) each Apogent Biogen Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Xxxxxx IDEC Common Stock equal to the product of the number of shares of Apogent Biogen Common Stock that were issuable upon exercise of such Apogent 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 Xxxxxx IDEC Common Stock and (Bii) the per share exercise price for the shares of Xxxxxx IDEC Common Stock issuable upon exercise of such assumed Apogent Biogen Option will be equal to the quotient determined by dividing the exercise price per share of Apogent Biogen Common Stock of such Apogent Biogen Option by the Exchange Ratio, rounded up to the nearest whole cent.
(ii) Xxxxxx . Each assumed Biogen Option shall take all requisite action such that, at be vested immediately following the Effective Time, all awards based on Apogent Common Stock that are restricted stock units granted under Time as to the Apogent Stock Plans ("Apogent Restricted Stock Units") outstanding same percentage of the total number of shares subject thereto as it was vested as to immediately prior to the Effective Time shall become fully vested and nonforfeitable immediately prior Time, except to the Effective Time in accordance with Section 2.1(d).
extent such Biogen Option (iiieither by its terms or by the terms of another agreement) Apogent shall, and shall be permitted under this Agreement, to take all corporate action necessary, including, but not limited to, amending any Apogent Option, Apogent equity award agreement thereunder, or Apogent Stock Plan, to effectuate the provisions provides for acceleration of Section 5.11(a)(i) and (ii). In addition, Xxxxxx shall, or shall cause the Surviving Corporation to, cooperate with Apogent and take all requisite action to effectuate such provisionsvesting. As soon as reasonably practicable, but in no event later than 10 business days following the Effective Time, Xxxxxx IDEC will (A) issue to each holder of an assumed Apogent Biogen Option a document evidencing the foregoing assumption of such Apogent Biogen Option by XxxxxxIDEC. Immediately following the Effective Time, IDEC shall file a registration statement under the Securities Act on Form S-8 or another appropriate form (Band use its commercially reasonable efforts to maintain the effectiveness thereof and maintain the current status of the prospectuses contained therein) issue appropriate notices setting forth such holders' rights pursuant with respect to the Biogen Options assumed Apogent Options (including that, by IDEC pursuant hereto and shall cause such registration statement to remain in effect for so long as applicable, pursuant to the terms of the Apogent Stock Plans, the Merger constitutes a "Change in Control" (or "Change of Control," as applicable) (as either such term is defined in each applicable Apogent Stock Plan)), and (C) issue appropriate notices to each holder of an assumed Apogent Biogen Option or any Apogent Restricted Stock Units setting forth the effect of the Merger on the Apogent Options and the Apogent Restricted Stock Unitsremain outstanding. Prior to the Effective Time, Xxxxxx IDEC shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Xxxxxx IDEC Common Stock for delivery in connection with the exercise of the converted ApogentBiogen Options. The parties shall use their commercially reasonable efforts to ensure that the conversion of any Biogen Options which are intended to be "incentive stock options" (as defined in Section 422 of the Code) provided for in this Section 5.12(a) shall be effected in a manner consistent with Section 424(a) of the Code.
(b) Biogen shall terminate the Biogen Purchase Plans immediately prior to the Effective Time. To the extent any offering period under the Biogen Purchase Plans is in progress prior to such termination, Biogen shall ensure that such offering period ends immediately prior to such termination, and that each participant's accumulated contributions for such offering period are applied towards the purchase of Biogen Common Stock immediately prior to such termination unless the participant has previously withdrawn from such offering period in accordance with the terms of such plan. Effective as soon as practicable after the Effective Time, all Continuing Employees (as defined in Section 5.12(c)) shall be permitted to participate in the IDEC Purchase Plan in accordance with the terms of such plan.
(c) For one year following the Effective Time, IDEC shall provide or cause to be provided to those of its employees and employees of the Surviving Corporation or any other Affiliate of IDEC who were employees of Biogen immediately prior to the Effective Time ("Continuing Employees"), employee welfare benefits that, in the aggregate, are no less favorable than the employee welfare benefits package provided to those Continuing Employees by Biogen or a Subsidiary of Biogen immediately prior to the execution of this Agreement.
(d) Following the Effective Time, IDEC shall recognize (or cause to be recognized) the service of each Continuing Employee with Biogen or its Subsidiaries for purposes of (i) eligibility and vesting under any IDEC Benefit Plan, (ii) determination of benefits levels under any vacation or severance IDEC Benefit Plan and (iii) determination of "retiree" status under any IDEC Benefit Plan, for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, in each case except where such crediting would result in a duplication of benefits. To the extent IDEC establishes or designates an IDEC Benefit Plan to provide group health benefits to Continuing Employees, (i) each such IDEC Benefit Plan shall waive pre-existing condition limitations with respect to Continuing Employees to the same extent waived or no longer applicable under the applicable group health plan of Biogen and (ii) each Continuing Employee shall be given credit under the applicable IDEC Benefit Plan for amounts paid under the corresponding group health plan of Biogen or an Affiliate during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year.
(e) As of the Effective Time, IDEC shall assume and agree to perform in accordance with their terms all employment, severance and other compensation agreements and arrangements existing as of the date hereof, and provided to IDEC by Biogen prior to the date hereof, between Biogen or any Biogen Subsidiary and any director, officer or employee thereof and any such agreements or arrangements entered into after the date hereof and prior to the Effective Time by Biogen or any Biogen Subsidiary in compliance with the terms of this Agreement.
(f) Notwithstanding anything in this Agreement to the contrary, no provision of this Agreement shall be deemed to (i) guarantee employment for any period of time for, or preclude the ability of either party to terminate, any Continuing Employee for any reason or (ii) require either party to continue any IDEC Benefit Plan or Biogen Benefit Plan or prevent the amendment, modification or termination thereof after the Effective Time.
Appears in 1 contract
Equity Awards and Employee Benefits. (ia) At the Effective TimeTime and subject to the satisfaction of the condition set forth in Section 7.2(e), each then outstanding Apogent Belden Option, whether or not exercisable at the Effective Time, shall become fully vested and exercisable and will be assumed by Xxxxxx, which shall continue to treat such Apogent Options as fully vested and exercisableCDT. Subject to, and in accordance with, the terms of the applicable Apogent Stock Plan and option award agreement, each Apogent Each Belden Option so assumed by Xxxxxx CDT under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions set forth in the applicable Apogent Belden Option (including any Belden Stock Plan under which such Belden Option was issued and any applicable stock option award agreement or other document evidencing such Apogent Belden Option) immediately prior to the Effective Time (including any repurchase rights)Time, except that (Ai) each Apogent Belden Option will be exercisable for that number of whole shares of Xxxxxx CDT Common Stock equal to the product of the number of shares of Apogent Belden Common Stock that were issuable upon exercise of such Apogent Belden 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 Xxxxxx CDT Common Stock and Stock, (Bii) the per share exercise price for the shares of Xxxxxx CDT Common Stock issuable upon exercise of such assumed Apogent Belden Option will be equal to the quotient determined by dividing the exercise price per share of Apogent Common Stock of such Apogent Belden Option by the Exchange Ratio, rounded up to the nearest whole cent.
cent and (iiiii) Xxxxxx shall take all requisite action such that, at as of the Effective TimeTime or such earlier time as provided in any Belden Stock Plan as in effect on the date hereof, all awards based on Apogent Common Belden Stock that Options issued under a Belden Stock Plan which are restricted stock units granted either outstanding as of the date hereof or issued as permitted under the Apogent Stock Plans ("Apogent Restricted Stock Units") outstanding immediately this Agreement prior to the Effective Time shall vest in their entirety and become fully vested and nonforfeitable immediately prior to exercisable under the terms of such Belden Stock Plan. As of the Effective Time Time, all references in accordance with Section 2.1(d).
(iii) Apogent shall, and the Belden Stock Plans to Belden Common Stock shall thereafter be permitted under this Agreement, deemed to take all corporate action necessary, including, but not limited to, amending any Apogent Option, Apogent equity award agreement thereunder, or Apogent Stock Plan, be references to effectuate the provisions of Section 5.11(a)(i) and (ii). In addition, Xxxxxx shall, or shall cause the Surviving Corporation to, cooperate with Apogent and take all requisite action to effectuate such provisionsCDT Common Stock. As soon as reasonably practicable, but in no event later than 10 business days practicable following the Effective Time, Xxxxxx CDT will (A) issue to each holder of an assumed Apogent Belden Option a document evidencing the foregoing assumption of such Apogent Belden Option by XxxxxxCDT. 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 (B) issue appropriate notices setting forth such holders' rights pursuant and use its commercially reasonable efforts to maintain the assumed Apogent Options (including that, as applicable, pursuant to effectiveness thereof and maintain the terms current status of the Apogent Stock Plans, the Merger constitutes a "Change in Control" prospectuses contained therein) with respect to (or "Change of Control," as applicablei) (as either such term is defined in each applicable Apogent Stock Plan)), Belden Options assumed by CDT pursuant hereto and (Cii) issue appropriate notices to each holder the shares of an assumed Apogent Option restricted CDT Common Stock contemplated by Section 6.11(c) or any Apogent Restricted Stock Units setting as set forth the effect in Section 5.1(b) of the Merger on CDT Disclosure Schedule or Section 5.1(b) of the Apogent Options 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 the Apogent Restricted Stock Unitssuch shares of restricted stock shall remain issuable or outstanding. Prior to the Effective Time, Xxxxxx CDT shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Xxxxxx CDT Common Stock for delivery in connection with the exercise of the converted ApogentBelden 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.
(b) Belden shall use reasonable best efforts to amend or supplement the Belden Stock Plans, or seek waivers from any holder of outstanding Belden Options, as necessary to provide that each Belden Option outstanding immediately prior to the Effective Time shall be treated as set forth in Section 6.11(a).
(c) As of the Effective Time, any restrictions or limitations on transfer with respect to shares of restricted Belden Common Stock issued under the Belden Stock Plans shall terminate or lapse and shall not apply to any shares of CDT Common Stock issued in exchange for such Belden Common Stock hereunder, so that such shares of CDT Common Stock shall be freely transferable, subject to applicable securities laws. In addition, Belden shall terminate the Belden Purchase Plans immediately prior to the Effective Time. To the extent any offering period under the Belden Purchase Plans is in progress prior to such termination, Belden shall ensure that such offering period ends immediately prior to such termination, and that each participant's accumulated contributions (including all contributions made after the date hereof in accordance with the terms of the Belden Purchase Plans) for such offering period are applied towards the purchase of Belden Common Stock immediately prior to such termination unless the participant has previously withdrawn from such offering period in accordance with the terms of such plan. Furthermore, as soon as reasonably practicable after the Effective Time, all Continuing Employees (as defined in Section 6.11(f)) shall be permitted to participate in the CDT Purchase Plan in accordance with the terms of such plan.
(d) At the Effective Time, each then outstanding CDT Option will continue to have, and be subject to, the terms and conditions thereof immediately prior to the Effective Time, except that as of the Effective Time or such earlier time as provided in any CDT Stock Plan as in effect on the date hereof, all CDT Stock Options issued under a CDT 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 CDT Stock Plan.
(e) As of the Effective Time, any restrictions or limitations on transfer with respect to shares of restricted CDT Common Stock issued under the CDT Stock Plans shall terminate or lapse, so that such shares of CDT Common Stock shall be freely transferable, subject to applicable securities laws.
(f) For one year following the Effective Time, CDT shall provide or cause to be provided to those of its employees and employees of the Surviving Corporation or any other Affiliate of CDT who were employees of Belden or any of its Subsidiaries immediately prior to the Effective Time ("Continuing Employees"), employee welfare benefits that, in the aggregate, are no less favorable than the employee welfare benefits package provided to those Continuing Employees by Belden or any of its Subsidiaries immediately prior to the execution of this Agreement.
Appears in 1 contract
Equity Awards and Employee Benefits. (ia) At the Effective TimeTime and subject to the satisfaction of the condition set forth in Section 7.2(e), each then outstanding Apogent Belden Option, whether or not exercisable at the Effective Time, shall become fully vested and exercisable and will be assumed by Xxxxxx, which shall continue to treat such Apogent Options as fully vested and exercisableCDT. Subject to, and in accordance with, the terms of the applicable Apogent Stock Plan and option award agreement, each Apogent Each Belden Option so assumed by Xxxxxx CDT under this Agreement will otherwise continue to have, and be subject to, the same terms and conditions set forth in the applicable Apogent Belden Option (including any Belden Stock Plan under which such Belden Option was issued and any applicable stock option award agreement or other document evidencing such Apogent Belden Option) immediately prior to the Effective Time (including any repurchase rights)Time, except that (Ai) each Apogent Belden Option will be exercisable for that number of whole shares of Xxxxxx CDT Common Stock equal to the product of the number of shares of Apogent Belden Common Stock that were issuable upon exercise of such Apogent Belden 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 Xxxxxx CDT Common Stock and Stock, (Bii) the per share exercise price for the shares of Xxxxxx CDT Common Stock issuable upon exercise of such assumed Apogent Belden Option will be equal to the quotient determined by dividing the exercise price per share of Apogent Common Stock of such Apogent Belden Option by the Exchange Ratio, rounded up to the nearest whole cent.
cent and (iiiii) Xxxxxx shall take all requisite action such that, at as of the Effective TimeTime or such earlier time as provided in any Belden Stock Plan as in effect on the date hereof, all awards based on Apogent Common Belden Stock that Options issued under a Belden Stock Plan which are restricted stock units granted either outstanding as of the date hereof or issued as permitted under the Apogent Stock Plans ("Apogent Restricted Stock Units") outstanding immediately this Agreement prior to the Effective Time shall vest in their entirety and become fully vested and nonforfeitable immediately prior to exercisable under the terms of such Belden Stock Plan. As of the Effective Time Time, all references in accordance with Section 2.1(d).
(iii) Apogent shall, and the Belden Stock Plans to Belden Common Stock shall thereafter be permitted under this Agreement, deemed to take all corporate action necessary, including, but not limited to, amending any Apogent Option, Apogent equity award agreement thereunder, or Apogent Stock Plan, be references to effectuate the provisions of Section 5.11(a)(i) and (ii). In addition, Xxxxxx shall, or shall cause the Surviving Corporation to, cooperate with Apogent and take all requisite action to effectuate such provisionsCDT Common Stock. As soon as reasonably practicable, but in no event later than 10 business days practicable following the Effective Time, Xxxxxx CDT will (A) issue to each holder of an assumed Apogent Belden Option a document evidencing the foregoing assumption of such Apogent Belden Option by XxxxxxCDT. 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 (B) issue appropriate notices setting forth such holders' rights pursuant and use its commercially reasonable efforts to maintain the assumed Apogent Options (including that, as applicable, pursuant to effectiveness thereof and maintain the terms current status of the Apogent Stock Plans, the Merger constitutes a "Change in Control" prospectuses contained therein) with respect to (or "Change of Control," as applicablei) (as either such term is defined in each applicable Apogent Stock Plan)), Belden Options assumed by CDT pursuant hereto and (Cii) issue appropriate notices to each holder the shares of an assumed Apogent Option restricted CDT Common Stock contemplated by Section 6.11(c) or any Apogent Restricted Stock Units setting as set forth the effect in Section 5.1(b) of the Merger on CDT Disclosure Schedule or Section 5.1(b) of the Apogent Options 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 the Apogent Restricted Stock Unitssuch shares of restricted stock shall remain issuable or outstanding. Prior to the Effective Time, Xxxxxx CDT shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Xxxxxx CDT Common Stock for delivery in connection with the exercise of the converted ApogentBelden 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.
(b) Belden shall use reasonable best efforts to amend or supplement the Belden Stock Plans, or seek waivers from any holder of outstanding Belden Options, as necessary to provide that each Belden Option outstanding immediately prior to the Effective Time shall be treated as set forth in Section 6.11(a).
(c) As of the Effective Time, any restrictions or limitations on transfer with respect to shares of restricted Belden Common Stock issued under the Belden Stock Plans shall terminate or lapse and shall not apply to any shares of CDT Common Stock issued in exchange for such Belden Common Stock hereunder, so that such shares of CDT Common Stock shall be freely transferable, subject to applicable securities laws. In addition, Belden shall terminate the Belden Purchase Plans immediately prior to the Effective Time. To the extent any offering period under the Belden Purchase Plans is in progress prior to such termination, Belden shall ensure that such offering period ends immediately prior to such termination, and that each participant's accumulated contributions (including all contributions made after the date hereof in accordance with the terms of the Belden Purchase Plans) for such offering period are applied towards the purchase of Belden Common Stock immediately prior to such termination unless the participant has previously withdrawn from such offering period in accordance with the terms of such plan. Furthermore, as soon as reasonably practicable after the Effective Time, all Continuing Employees (as defined in Section 6.11(f)) shall be permitted to participate in the CDT Purchase Plan in accordance with the terms of such plan.
(d) At the Effective Time, each then outstanding CDT Option will continue to have, and be subject to, the terms and conditions thereof immediately prior to the Effective Time, except that as of the Effective Time or such earlier time as provided in any CDT Stock Plan as in effect on the date hereof, all CDT Stock Options issued under a CDT 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 CDT Stock Plan.
(e) As of the Effective Time, any restrictions or limitations on transfer with respect to shares of restricted CDT Common Stock issued under the CDT Stock Plans shall terminate or lapse, so that such shares of CDT Common Stock shall be freely transferable, subject to applicable securities laws.
(f) For one year following the Effective Time, CDT shall provide or cause to be provided to those of its employees and employees of the Surviving Corporation or any other Affiliate of CDT who were employees of Belden or any of its Subsidiaries immediately prior to the Effective Time ("Continuing Employees"), employee welfare benefits that, in the aggregate, are no less favorable than the employee welfare benefits package provided to those Continuing Employees by Belden or any of its Subsidiaries immediately prior to the execution of this Agreement.
(g) Following the Effective Time, CDT shall recognize (or cause to be recognized) the service of each Continuing Employee with Belden or any of its Subsidiaries for purposes of (i) eligibility and vesting under any CDT Benefit Plan, (ii) determination of benefits levels under any vacation or severance CDT Benefit Plan and (iii) determination of "retiree" status under any CDT Benefit Plan, for which the Continuing Employee is otherwise eligible and in which the Continuing Employee is offered participation, in each case except where such crediting would result in a duplication of benefits. To the extent CDT establishes or designates a CDT Benefit Plan to provide group health benefits to Continuing Employees, (x) each such CDT Benefit Plan shall waive pre-existing condition limitations with respect to Continuing Employees to the same extent waived or no longer applicable under the applicable group health plan of Belden and (y) each Continuing Employee shall be given credit under the applicable CDT Benefit Plan for amounts paid under the corresponding group health plan of Belden or an Affiliate during the plan year in which the Effective Time occurs for purposes of applying deductibles, co-payments and out-of-pocket maximums for such plan year.
(h) Subject to Section 6.11(i), as of the Effective Time, CDT shall assume and agree to perform in accordance with their terms (i) all employment, severance and other compensation agreements and arrangements existing as of the date hereof (and provided to CDT by Belden prior to the date hereof) between Belden or any of its Subsidiaries and any director, officer or employee thereof, and (ii) any such agreements or arrangements entered into after the date hereof and prior to the Effective Time by Belden or any of its Subsidiaries in compliance with the terms of this Agreement.
(i) Belden shall use its reasonable best efforts to enter into and obtain written waivers reasonably acceptable to CDT to the Change of Control Employment Agreements by and between Belden and certain officers of Belden set forth in Schedule 6.11(i) upon the terms set forth in Schedule 6.11(i) as soon as reasonably practicable, but in no event later than the date upon which the Form S-4 is first filed with the SEC. Belden shall promptly notify CDT of the execution of any such waiver contemplated by Schedule 6.11(i) and shall provide an executed copy thereof to CDT as soon as reasonably practicable thereafter. If Belden shall be unable to obtain any of the written waivers contemplated by Schedule 6.11(i) by the date upon which the Form S-4 is first filed with the SEC, Belden shall promptly consult with CDT and the parties shall take all reasonable actions to minimize the payments that may become payable under such Change of Control Employment Agreements.
(j) The trust created by the Trust Agreement, dated January 1, 1998, by and between Belden Wire & Cable Company and Bankers Trust Company, shall be amended by the parties thereto in accordance with the terms thereof as soon as reasonably practicable, but in no event later than the date upon which the Form S-4 is first filed with the SEC, which amendment shall provide that neither this Agreement nor any of the transactions contemplated hereby shall or shall be deemed to give rise to or result in any obligations thereunder of any party hereto or any of its respective Subsidiaries.
Appears in 1 contract
Samples: Merger Agreement (Belden Inc)
