Change of Control Agreement. Except as expressly amended herein, all of the terms and provisions of the Change of Control Agreement shall remain in full force and effect.
Change of Control Agreement. The Executive and Company agree that the Change of Control Agreement entered into between the parties shall provide that the payment of any Retention Bonus, issuance of Restricted Stock Units and for severance provided under this Agreement shall not be taken into consideration when determining and/or calculating the Executive’s Annual Base Salary, Annual Bonus, Average Annual Bonus, Change of Control Payments or Special Bonus thereunder (as such terms are defined or used in the Change of Control Agreement).
Change of Control Agreement. Dear Xxx: The Board of Directors believes that it is in the best interests of inTEST Corporation, a Delaware corporation ("inTEST"), and its stockholders to make the commitments set forth in this letter regarding your future employment with inTEST. As a result, we hereby offer to you the benefits described below. If you desire to accept the benefits described below, you must sign the extra copy of this Change of Control Agreement (the "Agreement") which is enclosed and return it to me on or before May 31, 2008.
Change of Control Agreement. In accordance with Section 8 of the COC Agreement, the benefits provided under this Agreement shall not be prevented or limited by the provisions of the COC Agreement, and shall only be enhanced or improved to the extent provided under such COC Agreement. Further, this Agreement shall not prevent or limit any payment or benefit to the Executive that may apply under the COC Agreement.
Change of Control Agreement. Neither the execution and delivery of the Basic Agreements nor the consummation of the Transactions (either alone or in conjunction with any other event) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any director, officer, employee or consultant of Buyer. Without limiting the generality of the foregoing, no amount paid or payable by Buyer in connection with the Transactions contemplated by this Agreement, including accelerated vesting of options (either solely as a result thereof or as a result of such transactions in conjunction with any other event), will be an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code.
Change of Control Agreement. The Company will enter into a Change of Control Agreement with you substantially in the form attached hereto as Exhibit B.
Change of Control Agreement. Company and Employee acknowledge and agree that the Change of Control Agreement shall remain in full force and effect in accordance with its terms, subject to the following amendments: (a) Any payments made by Company pursuant to Part One, Paragraph 1 thereof shall be credited against any Severance Benefits payable hereunder; (b)
Change of Control Agreement. Upon the effectiveness of the Merger and as a condition to the equity incentive award described above, you will be required to enter into an executive change of control agreement with new Entegris in replacement and cancellation of your current Amended and Restated Executive Termination Agreement with the Company. This agreement will generally provide for severance benefits and accelerated vesting of stock option and restricted stock awards in the event that your employment with new Entegris is terminated during a period of two years following a change of control (including a change of control effected by the Merger). The severance benefit will generally be equal to two years base salary plus variable compensation at the highest level during the three years prior to any change of control termination of employment. This agreement will also contain a two year non-competition clause.
Change of Control Agreement. In the event that the --------------------------- Company's Board of Directors authorizes the Company to enter into "change of control" severance agreements with one or more of its officers, the Executive will be offered the opportunity to enter into such an agreement on terms and conditions no less favorable in any material respect than those offered to any other of the Company's officers serving at that time at the same level as the Executive.
Change of Control Agreement. Reference is made to the agreement between us, dated , (the “Prior Agreement”), setting forth the extent to which benefits will be provided to you in the event of termination, under certain circumstances after a “Change of Control” (as defined below), of your employment with AK Steel Corporation (the “Company”), AK Steel Holding Corporation (“Holding”) or any of their respective subsidiaries, affiliates, or successors (hereinafter collectively referred to as “AKS”). Upon your execution of this letter agreement (the “Agreement”), the Prior Agreement shall be deemed superseded in its entirety and no longer in effect. The Agreement sets forth your obligations and commitments in exchange for continued employment with AKS, the compensation and benefits you receive during such employment, and the promise and/or receipt of severance benefits if your employment terminates under certain circumstances. It establishes time limits for asserting certain claims under this Agreement or arising out of your employment relationship with AKS. It also requires that certain claims be resolved through arbitration rather than through litigation. This Agreement is not, however, an employment agreement and nothing in this Agreement shall be construed as a contract or promise of continued employment with AKS. As an “at-will” employee, your employment may be terminated by you or AKS at any time.
