Change in Control Agreement Sample Contracts

Tractor Supply Co /De/ – CHANGE IN CONTROL AGREEMENT (March 1st, 2019)

THIS CHANGE IN CONTROL AGREEMENT, dated as of _______ ____, 2019, is made by and between Tractor Supply Company, a Delaware corporation (the “Company”), and ______________ (the “Executive”).

National Western Life Group, Inc. – Change in Control Agreement (March 1st, 2019)

This Change in Control Agreement, dated as of February 28, 2019, is entered into between and among National Western Life Insurance Company, a Colorado corporation (“NWLIC”), National Western Life Group, Inc., a Delaware corporation (“NWLGI”), collectively referred to as (“NWL”), and Brian M. Pribyl (the “Executive”).

United Security Bancshares – CHANGE IN CONTROL AGREEMENT (March 1st, 2019)

This Change in Control Agreement (this “Agreement”) is made this 23rd day of October, 2018, by and between United Security Bancshares (the “Company”), a California corporation, and Robert Oberg (“Executive”), an individual residing in the state of California, with reference to the following:

Valley National Bancorp – REVISED CHANGE IN CONTROL AGREEMENT TO BE EFFECTIVE JANUARY 1, 2023 (February 28th, 2019)

This Agreement is entered into as of January 16, 2019 between Valley National Bancorp and Valley National Bank (jointly, the “Company”) and _________________ (the “Executive”).

UNIVEST FINANCIAL Corp – CHANGE IN CONTROL AGREEMENT (February 28th, 2019)

THIS AGREEMENT, made the 26th day of February 2016, between UNIVEST CORPORATION OF PENNSYLVANIA ("Univest"), a Pennsylvania business corporation, UNIVEST BANK AND TRUST CO. ("Bank"), a Pennsylvania banking and trust company and wholly owned subsidiary of Univest (Univest and Bank are sometimes referred to herein collectively as the "Employer"), and MEGAN DURYEA-SANTANA, an adult individual ("Employee").

Itron Inc /Wa/ – CHANGE IN CONTROL AGREEMENTS Michel C. Cadieux Richard J. Christensen Mark E. de Vere White Thomas L. Deitrich Dennis A. Faerber Sarah E. Hlavinka Joan S. Hooper Robert G. Hrivnak Charles E. McAtee Philip C. Mezey Sharelynn F. Moore (February 28th, 2019)
Columbia Banking System Inc – COLUMBIA STATE BANK CHANGE IN CONTROL AGREEMENT (February 28th, 2019)

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is made and entered into effective this 11th day of December 2018, by and between COLUMBIA STATE BANK, a Washington banking corporation (the “Bank”) and wholly owned subsidiary of Columbia Banking System, Inc. (“CBSI” and, together with the Bank, the “Company”) and David C. Lawson (“Employee”).

Flagstar Bancorp Inc – Change in Control Agreement (February 28th, 2019)

This Change in Control Agreement (the “Agreement”) is made and entered into as of January 18, 2019 (the “Effective Date”), by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and James Ciroli (the “Executive”). The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”

Stoneridge Inc – STONERIDGE, INC. [2016] CHANGE IN CONTROL AGREEMENT ([Name of Executive]) (February 28th, 2019)

THIS [2016] CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Stoneridge, Inc., an Ohio corporation (“Employer”), and [name of Executive] (“Executive”), this __ day of ______.

Flagstar Bancorp Inc – Change in Control Agreement (February 28th, 2019)

This Change in Control Agreement (the “Agreement”) is made and entered into as of January 18, 2019 (the “Effective Date”), by and between Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), Flagstar Bank, FSB, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank” and, together with the Company, “Flagstar”) and Stephen Figliuolo (the “Executive”). The Company, the Bank and Executive are referred to collectively as the “Parties” and individually as a “Party.”

Innophos Holdings, Inc. – CHANGE IN CONTROL AGREEMENT (February 27th, 2019)

This CHANGE OF CONTROL AGREEMENT (the “Agreement”), dated April 26, 2017 (the “Effective Date”), by and between Innophos Holdings, Inc., a Delaware corporation (the “Company”), and Mark Santangelo (the “Executive”).

Pioneer Natural Resources Co – PIONEER NATURAL RESOURCES COMPANY CHANGE IN CONTROL AGREEMENT (February 26th, 2019)

This Change in Control Agreement (“Agreement”) is entered into, as of January 1, 2019, among Pioneer Natural Resources Company, a Delaware corporation (“Parent”), Pioneer Natural Resources USA, Inc., a Delaware corporation that is a wholly-owned subsidiary of Parent (“Employer”), and Neal H. Shah (“Employee”). As henceforth used in this Agreement, the term “Company” shall be deemed to include Parent and its direct or indirect majority-owned subsidiaries.

Aqua America Inc – SCHEDULE OF CHANGE IN CONTROL AGREEMENTS (February 26th, 2019)

In accordance with Instruction 2 to Item 601 of Regulation S-K, Aqua America, Inc. (the “Company”) has omitted filing Change in Control Agreements by and between the Company and the following executive officers because the agreements are substantially identical in all material respects to the form of Change in Control Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015:

Salisbury Bancorp Inc – CHANGE IN CONTROL AGREEMENT by and between SALISBURY BANK AND TRUST COMPANY and STEVEN M. ESSEX (February 25th, 2019)

This Change in Control Agreement (this “Agreement”) is made and entered into effective as of February 22, 2019 (the “Effective Date”), by and between Salisbury Bank and Trust Company, a Connecticut-chartered commercial bank with its principal administrative office at 5 Bissell Street, P.O. Box 1868, Lakeville, CT 06039-1868 (together with its successors and assigns, the “Bank”) and Steven M. Essex (“Executive”). Any reference to the “Company” hereunder shall mean Salisbury Bancorp, Inc. (together with its successors and assigns), the parent of the Bank that owns 100% of the Bank.

Salisbury Bancorp Inc – CHANGE IN CONTROL AGREEMENT by and between SALISBURY BANK AND TRUST COMPANY and PETER ALBERO (February 25th, 2019)

This Change in Control Agreement (this “Agreement”) is made and entered into effective as of February 22, 2019 (the “Effective Date”), by and between Salisbury Bank and Trust Company, a Connecticut-chartered commercial bank with its principal administrative office at 5 Bissell Street, P.O. Box 1868, Lakeville, CT 06039-1868 (together with its successors and assigns, the “Bank”) and Peter Albero (“Executive”). Any reference to the “Company” hereunder shall mean Salisbury Bancorp, Inc. (together with its successors and assigns), the parent of the Bank that owns 100% of the Bank.

Regions Financial Corp – Re: Change in Control Agreement (February 22nd, 2019)
United Bancshares Inc/Oh – United Bancshares, inc. CHANGE IN CONTROL AGREEMENT (February 19th, 2019)

THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered into as of this _____ day of _______________, 2019, by and between United Bancshares, Inc., an Ohio corporation ("Holding Company"), The Union Bank Company, an Ohio state-chartered bank ("Bank") and Stacy Cox (the "Employee").

PB Bancorp, Inc. – CHANGE IN CONTROL AGREEMENT (February 12th, 2019)

This Change in Control Agreement (“Agreement”) is made as of the 19th day of December, 2018 by and between PB Bancorp, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Putnam Bank (the “Bank” and, together with the Company, the “Employers”) and Robert J. Halloran, Jr. (the “Executive”).

PB Bancorp, Inc. – CHANGE IN CONTROL AGREEMENT (February 12th, 2019)

This Change in Control Agreement (“Agreement”) is made as of the 19th day of December, 2018 by and between PB Bancorp, Inc., a Maryland corporation (the “Company”), its wholly-owned subsidiary, Putnam Bank (the “Bank” and, together with the Company, the “Employers”) and Thomas Borner (the “Executive”).

Fuller H B Co – CHANGE IN CONTROL AGREEMENT (January 30th, 2019)

THIS AGREEMENT (the “Agreement”) is made this _____ day of _______________, 20    , by and between H.B. Fuller Company, a Minnesota corporation (the “Company”) and [Executive] (the “Executive”).

Trinity Industries Inc – [AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT (January 25th, 2019)

This [AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into as of January 1, 2019 (the “Effective Date”), by and between Trinity Industries, Inc., a Delaware corporation (the “Company”) and ___________________ (the “Executive”). The Company and the Executive shall be referred to herein individually as a “Party,” and collectively, as the “Parties,” as the context so requires.

Dean Foods Co – CHANGE IN CONTROL AGREEMENT (January 17th, 2019)

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”) is entered into effective as of            by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the “Company”), and                (the “Executive”).

Urstadt Biddle Properties Inc – CHANGE IN CONTROL AGREEMENT (January 11th, 2019)

The Company recognizes that the possibility of a Change in Control (as defined in Appendix A hereto) of the Company may result in the departure or distraction of the Employee, to the detriment of the Company and its shareholders.

Pathfinder Bancorp, Inc. – PATHFINDER BANCORP, INC. PATHFINDER BANK CHANGE IN CONTROL AGREEMENT (January 7th, 2019)

This Agreement is made effective as of the December 31, 2018 by and between Pathfinder Bank (the "Bank"), a New York chartered stock commercial bank, with its principal administrative office at 214 West First Street, Oswego, New York 13126-2547, jointly with Pathfinder Bancorp, Inc., the sole stockholder of the Bank, and Ronald Tascarella the ("Executive").  Any reference to "Company" herein shall mean Pathfinder Bancorp, Inc. or any successor thereto. Any reference to "Employer" herein shall mean both the Bank and the Company or any successors thereto.

Gibraltar Industries, Inc. – CHANGE IN CONTROL AGREEMENT (January 7th, 2019)

This Agreement is made by and between Gibraltar Industries, Inc., a Delaware corporation with offices at 3556 Lake Shore Road, Buffalo New York 14219 (the "Company") and William T. Bosway (the "Executive") on this 17th day of December, 2018 and is effective as of January 2, 2019.

Pathfinder Bancorp, Inc. – PATHFINDER BANCORP, INC. PATHFINDER BANK CHANGE IN CONTROL AGREEMENT (January 7th, 2019)

This Agreement is made effective as of the December 31, 2018 by and between Pathfinder Bank (the "Bank"), a New York chartered stock commercial bank, with its principal administrative office at 214 West First Street, Oswego, New York 13126-2547, jointly with Pathfinder Bancorp, Inc., the sole stockholder of the Bank, and James Dowd the ("Executive").  Any reference to "Company" herein shall mean Pathfinder Bancorp, Inc. or any successor thereto. Any reference to "Employer" herein shall mean both the Bank and the Company or any successors thereto.

Cooper Companies Inc – CHANGE IN CONTROL AGREEMENT (December 21st, 2018)

THIS CHANGE IN CONTROL AGREEMENT (this "Agreement"), dated as of October 22, 2013, is made by and between The Cooper Companies, Inc., a Delaware corporation (the "Company"), and Agostino Ricupati ("Executive").

Winnebago Industries Inc – [AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT (December 20th, 2018)

This [AMENDED AND RESTATED] CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made as of _______________, 2018, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the “Company”), and _______________ (the “Executive”).

Mercantile Bank Corp – AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (December 3rd, 2018)

This Amended and Restated Change in Control Agreement (“Agreement”) is made as of the 29th day of November, 2018, effective as of December 31, 2018, by and among Mercantile Bank Corporation, a Michigan corporation (the "Company”), Mercantile Bank of Michigan, a Michigan banking corporation (the "Bank", and collectively with the Company, the "Employers", and each an “Employer”), and Robert B. Kaminski, Jr. (the "Employee").

Mercantile Bank Corp – AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (December 3rd, 2018)

This Amended and Restated Change in Control Agreement (“Agreement”) is made as of the 29th day of November, 2018, effective as of December 31, 2018, by and among Mercantile Bank Corporation, a Michigan corporation (the "Company”), Mercantile Bank of Michigan, a Michigan banking corporation (the "Bank", and collectively with the Company, the "Employers", and each an “Employer”), and Charles E. Christmas (the "Employee").

Hill-Rom Holdings, Inc. – CHANGE IN CONTROL AGREEMENT (November 27th, 2018)

This Change in Control Agreement (the “Agreement”) is made and entered into as of December 3, 2018 by and between Hill-Rom Holdings, Inc., an Indiana corporation (the “Company”), and Barbara Bodem (the “Executive”).

Real Goods Solar, Inc. – CHANGE IN CONTROL AGREEMENT (November 20th, 2018)

This Change in Control Agreement (this “Agreement”), effective as of (the “Effective Date”) is entered by and between Real Goods Energy Tech dba Real Goods Solar and Real Goods Solar, Inc. (collectively, the “Company”), with its principal offices located at 110 16th Street, 3rd Floor Denver, CO 80202, and _________, who resides at [insert address] (“Executive”), each a “Party” and, collectively, the “Parties.”

First Choice Bancorp – FIRST AMENDMENT OF CHANGE IN CONTROL AGREEMENT (November 14th, 2018)

This First Amendment of a Change in Control Agreement ("First Amendment") is made and effective as of this 13th day of September, 2018, by and between FIRST CHOICE BANK ("Bank"), FIRST CHOICE BANCORP (the “Bancorp”) (collectively referred to as the “Company”) and Ms. YVONNE LIU CHEN ("Executive"). This First Amendment is made with specific reference to the following facts:

Fusion Connect, Inc. – CHANGE IN CONTROL AGREEMENT (November 13th, 2018)

This Change in Control Agreement (this “Agreement”) is made and entered into as of November [ ● ], 2018, by and between [ ● ] (“Employee”) and Fusion Connect, Inc., a Delaware corporation (“Parent”). As used in this Agreement, any reference to the “Company” means Parent and all existing and future Subsidiaries of the Company and any division of any of them, as well as any of their respective successors and permitted assigns.

Shore Bancshares Inc – CHANGE IN CONTROL AGREEMENT (November 2nd, 2018)

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated November 1, 2018 (the “Effective Date”), is entered into by and between Shore Bancshares, Inc., a corporation organized under the laws of Maryland (the “Corporation”), and Lloyd L. Beatty, Jr. (the “Executive”).