Change in Control Agreement Sample Contracts

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CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 2nd, 2024 • RGC Resources Inc • Natural gas transmisison & distribution • Virginia

THIS AGREEMENT (the "Agreement") made as of the 1st of February, 2024 between RGC Resources, Inc. and subsidiaries ("the Corporation") and Timothy J. Mulvaney ("Executive"),

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 16th, 2018 • Aceto Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”), dated as of the 12th February 2018, is entered into by and between Aceto Corporation, a New York corporation (the “Company”), and Ed Borkowski (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 26th, 2008 • Varian Inc • Laboratory analytical instruments • California

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of October 6, 2008, by and between VARIAN, INC., a Delaware corporation (the “Company”)1, and Gordon B. Tredger, an employee of the Company (“Employee”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 27th, 2024 • Webster Financial Corp • National commercial banks

CHANGE IN CONTROL AGREEMENT, by and between Webster Financial Corporation, a Delaware corporation (the “Company”), and Glenn I. MacInnes (the "Executive"), dated as of December 21, 2012 (this "Agreement").

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 27th, 2023 • Ovintiv Inc. • Crude petroleum & natural gas • Delaware

This Change in Control Agreement (this “Agreement”) is made effective as of March 1, 2022 between Ovintiv Inc., a corporation incorporated under the laws of the State of Delaware (the “Corporation”), and Meghan N. Eilers of the City of Tomball in the State of Texas (the “Executive”).

PEOPLES BANCORP INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 2nd, 2023 • Peoples Bancorp Inc • State commercial banks • Ohio

This CHANGE IN CONTROL AGREEMENT is adopted this 9th day of September, 2023 by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Hugh Donlon (the “Executive”), an executive of the Company or one of its Subsidiaries.

FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;

EXECUTIVE SEVERANCE CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 5th, 2022 • GLAUKOS Corp • Surgical & medical instruments & apparatus • California

THIS EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made by and between Glaukos Corporation (the “Company”), and Alex Thurman (“Executive”) as of April 1, 2022.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • September 24th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
FORM OF KAMAN CORPORATION [AMENDED AND RESTATED]1 CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • June 8th, 2022 • KAMAN Corp • Guided missiles & space vehicles & parts • Connecticut

THIS AGREEMENT is made effective [DATE] (the “Effective Date”), by and between Kaman Corporation, a Connecticut corporation (the “Company”), and [NAME] (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 1st, 2023 • Quaker Chemical Corp • Miscellaneous products of petroleum & coal • Pennsylvania

THIS AGREEMENT, dated July 31, 2023 between QUAKER CHEMICAL CORPORATION, d/b/a QUAKER HOUGHTON, a Pennsylvania corporation (the “Company”) and ANNA RANSLEY (the “Manager”),

PIONEER NATURAL RESOURCES COMPANY SECOND AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 22nd, 2024 • Pioneer Natural Resources Co • Crude petroleum & natural gas • Texas

This Second Amended and Restated Change in Control Agreement (“Agreement”) is entered into, as of November 16, 2023, 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 Scott D. Sheffield (“Employee”). As henceforth used in this Agreement, the term “Company” shall be deemed to include Parent and its direct or indirect majority-owned subsidiaries.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT ALAN D. ESKOW
Change in Control Agreement • August 9th, 2011 • Valley National Bancorp • National commercial banks • New Jersey

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this 22nd day of June, 2011, among VALLEY NATIONAL BANK (“Bank”), a national banking association with its principal office at 1455 Valley Road, Wayne, New Jersey, VALLEY NATIONAL BANCORP (“Valley”), a New Jersey corporation which maintains its principal office at 1455 Valley Road, Wayne, New Jersey (Valley and the Bank collectively are the “Company”) and ALAN D. ESKOW (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 14th, 2023 • Black Hills Corp /Sd/ • Electric services • South Dakota

This Change in Control Agreement (“Agreement”) dated as of November 15, 2022, is entered into by and between Black Hills Corporation (“Company”) and Linden R. Evans (“Employee”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • June 9th, 2021 • Abm Industries Inc /De/ • Services-to dwellings & other buildings • Delaware

This Change in Control Agreement (this “Agreement”), effective as of November 30,2020 is made between ABM Industries Incorporated, a Delaware corporation (the “Company”) and the individual executing this Agreement as the Executive on the signature page (the “Executive”).

CHANGE IN CONTROL AGREEMENT BETWEEN STEVEN H. WEXLER AND JOURNAL COMMUNICATIONS, INC.
Change in Control Agreement • August 8th, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • Wisconsin

AGREEMENT by and between Journal Communications, Inc., a Wisconsin corporation (the “Company”) and Steven H. Wexler (“Executive”), dated as of the 8th day of May, 2014.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 10th, 2016 • WCF Bancorp, Inc. • Iowa

This Change in Control Agreement (this “Agreement”) is made effective as of , 2016 (the “Effective Date”), by and between WCF Financial Bank, a federally-chartered stock savings bank (the “Bank”) and (“Executive”). Any reference to the “Company” shall mean WCF Bancorp, Inc., the stock holding company of the Bank, or any successor thereto.

CHANGE-IN-CONTROL AGREEMENT
Change-in-Control Agreement • March 2nd, 2007 • Invitrogen Corp • Biological products, (no disgnostic substances) • Delaware

This CHANGE IN CONTROL AGREEMENT (“the Agreement”) by and between INVITROGEN CORPORATION, a Delaware Corporation (the “Company”), and [Name] (the “Executive”), dated as of the th Day of , 20 .

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CHANGE IN CONTROL AGREEMENT FOR [INSERT TITLE] FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 8th, 2016 • Varex Imaging Corp • Electronic components, nec

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into effective as of the date that the spin-off of Varex Imaging Corporation, a Delaware corporation, (the “Company”) from Varian Medical Systems, Inc. (“Varian”) is completed (the “Effective Date”), by and between the Company1, and , an employee of the Company (“Employee”).

CHANGE IN CONTROL AGREEMENT FOR EXECUTIVE VICE PRESIDENT and CHIEF FINANCIAL OFFICER–ELECT
Change in Control Agreement • March 2nd, 2009 • Washington Real Estate Investment Trust • Real estate investment trusts • Maryland

THIS CHANGE IN CONTROL AGREEMENT (“Agreement”) is made and entered into as of this 11th day of November, 2008, by and between Washington Real Estate Investment Trust, a real estate investment trust organized under the laws of the State of Maryland (the “Trust”), and William T. Camp (“Employee”).

PATTERSON-UTI ENERGY, INC. CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 2nd, 2009 • Patterson Uti Energy Inc • Drilling oil & gas wells • Texas

This Agreement between Patterson-UTI Energy, Inc., a Delaware corporation (the “Company”), and Seth D. Wexler (the “Employee”) is effective as of November 2, 2009 (the “Effective Date”). Certain capitalized terms used herein are defined in Section 22.

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 31st, 2014 • Furmanite Corp • Construction - special trade contractors • Texas

THIS AGREEMENT is entered into by and between Furmanite Corporation, a Delaware corporation (the “Company”), and Robert S. Muff (the “Executive”) effective as of May 27, 2014.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 31st, 2008 • Captaris Inc • Services-prepackaged software

This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of September 3, 2008, is between Captaris, Inc., a Washington corporation (the “Company”), and Lynne Sederholm (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • July 2nd, 2020 • Pinnacle Bankshares Corp • National commercial banks • Virginia

THIS AGREEMENT is entered into as of January 1, 2017 by and between Pinnacle Bankshares Corporation, a Virginia corporation (the “Company”), and Bryan M. Lemley (the “Executive”).

BANK OF FLORIDA CORPORATION AMENDED & RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 9th, 2007 • Bank of Florida Corp • National commercial banks • Florida

THIS AMENDED & RESTATED CHANGE IN CONTROL AGREEMENT (“Agreement”) is entered into by and between Bank of Florida Corporation (“Employer”) and John B. James (“Employee”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • March 1st, 2007 • Bowater Inc • Paper mills • Delaware

THIS AGREEMENT, made as of the 14th day of August, 2006, by and between Bowater Incorporated, a Delaware corporation having a mailing address of 55 East Camperdown Way, P.O. Box 1028, Greenville, South Carolina 29602 (the “Corporation”), and C. Randolph Ellington of 10 Belfrey Drive, Greer, SC 29650 (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • October 29th, 2012 • Rf Micro Devices Inc • Semiconductors & related devices • North Carolina

THIS CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into effective as of [ • ], by and between RF MICRO DEVICES, INC., a North Carolina corporation (the “Company”), and [ • ] (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • April 10th, 2012 • Drew Industries Inc • Motor vehicle parts & accessories • New York

Agreement made and entered into as of April 9, 2012 by and between Fredric M. Zinn (“Executive”) and Drew Industries Incorporated, a Delaware corporation (the “Company”).

Change in Control Agreement
Change in Control Agreement • May 4th, 2021 • Orrstown Financial Services Inc • State commercial banks • Pennsylvania

This Change in Control Agreement (“Agreement”) is entered into this 28th day of April, 2021, (the “Effective Date”), 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 Neelesh Kalani, an adult individual (“Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 1st, 2010 • First American Financial Corp • Title insurance • California

This CHANGE IN CONTROL AGREEMENT is effective as of the 31st day of December, 2010 (this “Agreement”), by and between FIRST AMERICAN FINANCIAL CORPORATION, a Delaware corporation (the “Company”) and Parker S. Kennedy (the “Executive”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • May 21st, 2015 • Babcock & Wilcox Enterprises, Inc. • Heating equipment, except electric & warm air furnaces • Delaware

The Company considers it essential to the interests of the Company’s stockholders to secure the continued employment of key management personnel. The Board of Directors of the Company recognizes that the possibility of a Change in Control (as defined in Exhibit A to this Agreement) exists and that the uncertainty this raises may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders. In order to encourage the continued attention and dedication of key management personnel, this Agreement is being entered into by the Company and Executive.

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