Change-In-Control Agreement Sample Contracts

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").

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 Telecommunications International, 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.

Change in Control Agreement (October 25th, 2018)

THIS CHANGE IN CONTROL AGREEMENT ("Agreement) is made as of January 5, 2018, by and between ACUITY BRANDS, INC. (the "Company") and LAURENT J. VERNEREY (the "Executive").

First Amendment to the Change in Control Agreement (October 9th, 2018)

This First Amendment to the Change in Control Agreement (the "First Amendment"),entered into as of October 3, 2018 (the "Effective Date"), amends that certain Change in Control Agreement (the "Agreement") between Tom Ferguson and AZZ Incorporated, now known as AZZ Inc. (the "Company"), dated November 4, 2013.

First Amendment to the Change in Control Agreement (October 9th, 2018)

This First Amendment to the Change in Control Agreement (the "First Amendment"), entered into as of October 3, 2018 (the "Effective Date"), amends that certain Change in Control Agreement (the "Agreement") between Paul Fehlman and AZZ incorporated, now known as AZZ Inc. (the "Company"), dated February 24, 2014.

Change in Control Agreement (October 4th, 2018)

This Change in Control Agreement (this "Agreement") between SAGA COMMUNICATIONS, INC. (the "Corporation") and the undersigned executive ("Executive") is effective on the date set forth following the parties' signatures below.

Rhinebeck Bancorp, Inc. – Change in Control Agreement (September 10th, 2018)

This Change in Control Agreement (this "Agreement") is made and entered into effective as of August 28, 2018 (the "Effective Date"), by and between Rhinebeck Bank, a New York-chartered savings bank with its principal place of business in Rhinebeck, New York (the "Bank") and James McCardle ("Executive"). Any reference to the "Company" shall mean any newly-formed the stock holding company of the Bank, or any successor thereto.

First Amendment to Change in Control Agreement (September 7th, 2018)
Change in Control Agreement (August 28th, 2018)

THIS CHANGE IN CONTROL AGREEMENT (the "Agreement") is entered into between Kimball International, Inc., an Indiana corporation (the "Company" or "Kimball"), and the undersigned executive employee ("Executive").

FVCBankcorp, Inc. – Change in Control Agreement (August 20th, 2018)

This Agreement (the Agreement), made as of this 9th day of March 2018 (the Effective Date), by and between FVCBankcorp, Inc., a Virginia chartered commercial bank headquartered in Reston, Virginia (the Company) and Patricia A. Ferrick (Officer).

Community Partners Bancorp – Change in Control Agreement (August 8th, 2018)

THIS CHANGE IN CONTROL AGREEMENT (this "Agreement") is made on and as of the 25th day of June, 2018, by and between Two River Bancorp ("TRB"), a corporation organized under the laws of the state of New Jersey which serves as a bank holding company, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; Two River Community Bank ("TRCB" or "Employer"), a banking corporation organized under the laws of the state of New Jersey which is a wholly owned subsidiary of TRB, with its principal office at 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724; and Anthony A. Mero ("Executive"), whose business address is 766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724.

Columbia Banking System, Inc. – Columbia State Bank Change in Control Agreement (August 7th, 2018)

THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered into effective this 24th day of January 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 Lisa Dow ("Employee").

Columbia Banking System, Inc. – Columbia State Bank Change in Control Agreement (August 7th, 2018)

THIS CHANGE IN CONTROL AGREEMENT ("Agreement") is made and entered into effective this 4th day of June 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 Gregory Sigrist ("Employee").

CHANGE IN CONTROL AGREEMENT CHANGE IN CONTROL AGREEMENT, by and Between Webster Financial Corporation, a Delaware Corporation (The "Company"), and Karen Higgins-Carter (The "Executive"), Dated as of July 16, 2018 (This "Agreement"). (August 3rd, 2018)

WHEREAS, the Board has determined to offer the Executive change in control severance protection pursuant to the terms of this Agreement effective as of <Effective Date>, based on the Board's belief that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control and to encourage the Executive's full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Executive with compensation and benefits arrangements upon a Change in Control that ensure that the compensation and benefits expectations of the Executive will be satisfied

Severance/Change in Control Agreement (August 2nd, 2018)

THIS SEVERANCE/CHANGE IN CONTROL AGREEMENT (the "Agreement"), is made and entered into this ____ day of ________________, by and between Hanesbrands Inc., a Maryland corporation (the "Company"), and _________________ ("Executive").

Change in Control Agreement (July 3rd, 2018)

This Change in Control Agreement (this Agreement) is by and among McDermott International, Inc. (the Company), [*] (the Employer), and Samik Mukherjee (Executive).

Change in Control Agreement (June 21st, 2018)

This Change in Control Agreement is dated as of June 14, 2017, between Methode Electronics, Inc., a Delaware corporation (the "Company"), and Andrea Barry (the "Executive").

[Name and Address] Re: Change in Control Agreement (June 19th, 2018)
Change in Control Agreement (June 11th, 2018)

This Change in Control Agreement (Agreement) is made as of the day of , 2018 by and between Capstone Turbine Corporation, a Delaware corporation (the Company), and (the Employee).

Orrstown Financial Services, Inc. – Change in Control Agreement (June 1st, 2018)

This Change in Control Agreement ("Agreement") is by and among Orrstown Financial Services, Inc., a Pennsylvania corporation ("Orrstown"), Orrstown Bank, a bank and trust company organized under the Pennsylvania Banking Code of 1965 and a wholly owned subsidiary of Orrstown (the "Bank") (Orrstown and the Bank are hereinafter collectively referred to as the "Employer") and Robert J. Fignar, an adult individual ("Executive"). This Agreement is being executed in connection with the Agreement and Plan of Merger by and between Orrstown Financial Services, Inc. and Mercersburg Financial Corporation dated [], 2018 (the "Merger Agreement"). The second anniversary of the closing of the transactions contemplated by the Merger Agreement (the "Closing") shall be the effective date of this Agreement (the "Effective Date").

Neighborhood Connections – Change in Control Agreement (May 30th, 2018)

This Change in Control and Agreement (the "Agreement") is dated as of ________, 2018, by and between [__________] ("Executive") and Apollo Endosurgery, Inc., a Delaware corporation, including its subsidiaries (the "Company"), effective as of ________, 2018 (the "Effective Date"). This Agreement is intended to provide Executive with certain benefits described herein upon the occurrence of specific events.

Ritter Pharmaceuticals Inc – Executive Severance Change in Control Agreement (May 29th, 2018)

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the "Agreement") is made by and between Ritter Pharmaceuticals, Inc. (the "Company") and John Beck ("Executive") as of May 24, 2018.

i3 Verticals, Inc. – Change in Control Agreement (May 25th, 2018)

This CHANGE IN CONTROL AGREEMENT ("Agreement") is entered into as of May 10, 2017 by and between i3 Verticals, LLC, a Delaware limited liability Company (the "Company"), and Paul Maple, a resident of the State of Tennessee ("Employee") to be effective as of the employment commencement date of Employee, which is anticipated to be June 5, 2017 (the "Effective Date").

Inducement, Severance & Change in Control Agreement (May 23rd, 2018)

This Inducement, Severance & Change in Control Agreement (Agreement) is entered into as of , by and between Patterson Companies, Inc. (the Company) and Donald J. Zurbay (referred to herein as Executive) (the Company and Executive are collectively referred to herein as Parties, and each a Party). This Agreement shall be effective on Executives first day of employment (the Effective Date).

Poage Bankshares Inc. – Amendment Number One Change in Control Agreement With Bruce Vanhorn (May 15th, 2018)

WHEREAS, Town Square Bank previously entered into a change in control agreement with Bruce VanHorn, President and Chief Executive Officer, effective as of March 18, 2017 (the "Agreement"); and

Poage Bankshares Inc. – One-Year Change in Control Agreement (May 15th, 2018)

This Change in Control Agreement (the "Agreement") is made effective as of the 18th day of March, 2017 (the "Effective Date"), by and between Town Square Bank (the "Bank"), a federally chartered savings association that is headquartered in Ashland, Kentucky, and Bruce VanHorn ("Executive").

American Equity Investment Life Holding Company – Change in Control Agreement (May 8th, 2018)

THIS AGREEMENT is entered into this ___ day of ___________ by and between AMERICAN EQUITY INVESTMENT LIFE HOLDING COMPANY, an Iowa corporation (the "Company"), and _____________ (the "Executive"). The Company's Board of Directors (the "Board") has determined that it is in the best interests of the Company and its stockholders to ensure that the Company and its Affiliates will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a termination of the Executive's employment in certain circumstances, including following a Change in Control as defined herein. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened termination of the Executive's employment in such circumstances and to provide the Executive with compensation and benefits arrangements upon such a termination which ensure that the compensation and benefits

The Macerich Company Change in Control Agreement (May 7th, 2018)

THIS AGREEMENT (this "Agreement") is entered into by and between THE MACERICH COMPANY, a Maryland corporation (the "Company"), and Ann C. Menard (the "Executive"), effective as of February 24, 2018 (the "Agreement Date").

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT (For Chief Executive Officer) (May 4th, 2018)

This First Amendment to the Chief Executive Officer Change in Control Agreement (the "Amendment") is entered into this 4th day of May, 2018, between Cree, Inc. (the "Company") and Gregg Lowe ("Executive").

SIFCO Industries, Inc. – Change in Control Agreement (May 4th, 2018)

THIS AGREEMENT (the "Agreement") is made between SIFCO Industries, Inc. (the "Company"), and Thomas R. Kubera (the "Executive"), dated as of the 1st day of May, 2018.

Change in Control Agreement (May 1st, 2018)

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2018 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Robert L. Wells, II ("Executive"),

Change in Control Agreement (May 1st, 2018)

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2018 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Paul W. Nester ("Executive"),

Change in Control Agreement (May 1st, 2018)

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2018 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Carl J. Shockley, Jr. ("Executive"),

Change in Control Agreement (May 1st, 2018)

THIS AGREEMENT (the "Agreement") made as of the 1st of May, 2018 between RGC Resources, Inc. and subsidiaries ("the Corporation") and John S. D'Orazio ("Executive"),