Common use of TREATMENT OF EXISTING EQUITY AWARDS Clause in Contracts

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Term Incentive Plan, the Xxxxxx Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated July 31, 2001 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Company's 1993 Long Term Performance Incentive Plan, the Xxxxxx Inc. 2003 Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated July 31October 6, 2001 as amended, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentencessentence, if your employment is terminated following the Merger by the Company and its affiliates without Cause good cause or by you for Good Reason good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then than held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Belden Inc. Long-Term Incentive Plan, the Xxxxxx Belden Inc. 2003 Long-Term Incentive Xxxxxxive Plan, any other Company plan, the change thx xxxxge of control agreement dated July 31[ ], 2001 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentencessentence, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Term Incentive Plan, the Xxxxxx Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated July 31April 15, 2001 2002 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Company's 1993 Long Term Performance Incentive Plan, the Xxxxxx Inc. 2003 Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated July 31October 6, 2001 as amended, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentencessentence, if your employment is terminated following the Merger by the Company and its affiliates without Cause good cause or by you for Good Reason good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Company's 1993 Long Term Performance Incentive Plan, the Xxxxxx Inc. 2003 Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated July 31October 6, 2001 as amended, 2003 (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Nothing herein shall affect the vesting of stock option awards upon the effectiveness of the Merger. Notwithstanding the preceding sentencessentence, if your employment is terminated following the Merger by the Company and its affiliates without Cause good cause or by you for Good Reason good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Term Incentive Plan, the Xxxxxx Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated July 31May 13, 2001 2002 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Term Incentive Plan, the Xxxxxx Inc. 2003 Long-Term Incentive Plan, any other Company plan, the change of control agreement dated July 31February 17, 2001 2003 as amended, (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentences, if your employment is terminated following the Merger by the Company and its affiliates without Cause or by you for Good Reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.

TREATMENT OF EXISTING EQUITY AWARDS. In consideration of the Company entering into this Agreement, you agree that notwithstanding anything in the Xxxxxx Inc. Long-Company's 1993 Long Term Performance Incentive Plan, the Xxxxxx Inc. 2003 Company's 1995 Supplemental Long-Term Performance Incentive Plan, the Company's 1999 Long-Term Performance Incentive Plan, any other Company plan, the change of control letter agreement dated July 31, 2001 as amended, [ ] (the "Change of Control Agreement"), or any agreement entered into thereunder (collectively, the "Compensation Plans"), neither the Merger nor any of the other transactions contemplated by the Merger Agreement shall constitute a "change of control" for purposes of any restricted stock awards ("Other Restricted Stock Awards") held by you under the Compensation Plans and no such restricted stock shall vest as a result thereof. For clarity, the Other Restricted Stock Awards will continue to vest in accordance with the terms of the Compensation Plans and your restricted award agreements. Notwithstanding the preceding sentencessentence, if your employment is terminated following the Merger by the Company and its affiliates without Cause good cause or by you for Good Reason good reason (as such terms are defined in your Change of Control Agreement), immediately prior to the effective time of such termination (i) any unvested shares of restricted stock issued to you (other than any unvested portion of the Restricted Stock Award) shall vest and the restrictions thereunder shall terminate or lapse so that such shares of stock shall be freely transferable, subject to applicable securities laws and (ii) each then unvested stock option granted to you and then outstanding shall become exercisable and all stock options then held by you may be exercised by you (subject to the terms of such options, other than vesting) for twelve months following the date of such termination of employment. You agree to take such actions as the Company may request in order to effectuate the foregoing.