Change of Control Sample Contracts

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • May 7th, 2013 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • Delaware

AGREEMENT by and between Louisiana‑Pacific Corporation, a Delaware corporation (the "Company"), and Brian E. Luoma (the "Executive"), dated as of the 8th day of February, 2013.

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RESTATED AND AMENDED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • September 2nd, 2014 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • North Carolina

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and David M. Rausch (the “Executive”), restated and amended effective as of the 27th day of August, 2014.

WITNESSETH:
Change of Control • July 13th, 2006 • Capital Bancorp Inc • National commercial banks • Tennessee
AMENDED AND RESTATED CHANGE OF CONTROL PROTECTION AGREEMENT
Change of Control • March 13th, 2014 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

This Amended and Restated Change of Control Protection Agreement (this “Agreement”) is made and entered into as of January 1, 2012, (the “Effective Date”) by and between Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017 (the “Company”) and James Edelson (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • March 1st, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns (“Company”), and Charles S. Feld (“Executive”), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of February 1, 2007 (“Agreement”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • December 23rd, 2011 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT is entered into and effective as of the IPO Date, by and between Ron Frankel (the “Executive”) and SYNACOR, INC., a Delaware corporation (the “Company”). All terms will be as defined in this Agreement.

CHANGE-OF-CONTROL SEVERANCE AGREEMENT
Change-of-Control • November 9th, 2010 • Asiainfo-Linkage, Inc • Services-prepackaged software • Delaware

This Agreement, dated as of August 16, 2010, is made and entered into by and between AsiaInfo-Linkage, Inc., a corporation organized under the laws of the State of Delaware with its principal place of business at Zhongdian Information Tower, No. 6 Zhongguancun South Street, Beijing, People’s Republic of China (the “Company”), and Michael Wu, Vice President and Chief Financial Officer (the “Executive”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • November 7th, 2016 • Valero Energy Corp/Tx • Petroleum refining • Delaware

AGREEMENT, dated as of November 2, 2016 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and R. Lane Riggs (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • November 6th, 2007 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This Agreement, by and between Electronic Data Systems Corporation, a Delaware Corporation, its successors and assigns ("Company"), and Ronald P. Vargo ("Executive"), which supersedes and replaces all Change of Control Employment Agreements previously executed between Company and Executive (which previous Agreements Executive acknowledges are of no further force or effect), is dated as of the date executed by Executive as indicated on the last page of this Agreement ("Agreement").

CHANGE OF CONTROL PROTECTION AGREEMENT
Change of Control • January 26th, 2006 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

Agreement (this "Agreement") made as of January 1, 2006, by and between Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017 (the "Company") and Myles Itkin (the "Executive").

SECOND AMENDED AND RESTATED CHANGE OF CONTROL PROTECTION AGREEMENT
Change of Control • October 18th, 2011 • Overseas Shipholding Group Inc • Deep sea foreign transportation of freight • Delaware

This Second Amended and Restated Change of Control Protection Agreement (this “Agreement”) is made and entered into as of October 12, 2011, (the “Effective Date”) by and between Overseas Shipholding Group, Inc., a corporation incorporated under the laws of Delaware with its principal office at 666 Third Avenue, New York, New York 10017 (the “Company”) and Morten Arntzen (the “Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control • March 15th, 2004 • Electronic Data Systems Corp /De/ • Services-computer programming, data processing, etc. • Texas

This AGREEMENT (this “Agreement”) by and between Electronic Data Systems Corporation, a Delaware corporation (the “Company”), and Jeffrey M. Heller (the “Executive”), dated as of the 20th day of March, 2003 (the “Agreement Effective Date”).

AGREEMENT FOR EMPLOYMENT FOLLOWING A CHANGE OF CONTROL
Change of Control • April 29th, 2014 • Gatx Corp • Transportation services • Illinois

AGREEMENT by and between GATX Corporation, a New York corporation (the "Company") and Paul F. Titterton (the "Executive") dated as of the 1st day of January 2014.

CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT
Change of Control • March 16th, 2009 • First Chester County Corp • National commercial banks • Pennsylvania

THIS CHANGE OF CONTROL, NON-COMPETE AND NON-DISCLOSURE AGREEMENT (the “Agreement”) is made as of this 19 day of June, 2006, by and between FIRST NATIONAL BANK OF CHESTER COUNTY, a wholly-owned subsidiary of First Chester County Corporation and a national banking association with its principal offices located at 9 North High Street, West Chester, Pennsylvania (hereinafter individually referred to as the “Bank”) and Andrew H. Stump of 811 Peter Christopher Drive, West Chester, PA 19382 (hereinafter referred to as “Executive”).

Contract
Change of Control • March 4th, 2015 • Louisiana-Pacific Corp • Lumber & wood products (no furniture) • Delaware
CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • February 24th, 2012 • Valero Energy Corp/Tx • Petroleum refining • Delaware

AGREEMENT, dated as of the 15th day of March, 2007 (this “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and Kimberly S. Bowers (the “Executive”).

SEVERANCE AGREEMENT
Change of Control • March 26th, 2014 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT is entered into and effective as of the IPO Date, by and between William Stuart (the “Executive”) and SYNACOR, INC., a Delaware corporation (the “Company”). All terms will be as defined in this Agreement.

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • February 25th, 2011 • Tw Telecom Inc. • Telephone communications (no radiotelephone) • Delaware

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of December 12, 2008 (this “Agreement”), by and between tw telecom holdings inc., a Delaware corporation (the “Company”), and John Blount (the “Executive”).

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CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • November 6th, 2008 • Pmi Group Inc • Surety insurance • California

AGREEMENT by and between The PMI Group, Inc., a Delaware corporation (the “Company”), and (“Executive”), dated as of the fifteenth day of July 2008.

AMENDMENT TO THE AMENDED AND RESTATED CHANGE OF CONTROL EXECUTIVE EMPLOYMENT AGREEMENT
Change of Control • April 29th, 2016 • Johnson Controls Inc • Public bldg & related furniture • Wisconsin

This Amendment (this "Amendment") is made and entered into as of April 1, 2016, by and between Johnson Controls, Inc., a Wisconsin corporation (the "Company"), and Alex Molinaroli (the "Executive").

CHANGE OF CONTROL AND NON-COMPETITION AGREEMENT
Change of Control • October 11th, 2011 • Vulcan Materials CO • Mining & quarrying of nonmetallic minerals (no fuels) • New Jersey

AGREEMENT by and between Vulcan Materials Company, a New Jersey corporation (the “Company”) and John R. McPherson (the “Executive”), dated as of the 7th day of October, 2011.

AMENDMENT TO CHANGE OF CONTROL
Change of Control • December 11th, 2014 • Kellogg Co • Grain mill products

WHEREAS, Kellogg Company, a Delaware corporation (the “Company”), and John A. Bryant (the “Employee”) previously entered into an agreement relating to Change of Control dated September 12, 2002 (as amended on December 19, 2008, the “Agreement”); and

AMENDMENT TO 2008 CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • March 16th, 2009 • Pmi Group Inc • Surety insurance

This Amendment dated as of the day of (“Amendment”) revises that certain Change of Control Employment Agreement dated as of the day of , 2008 executed by and between The PMI Group, Inc., (the “Company”) and (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • July 8th, 2015 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri

This Change of Control Employment Agreement (the “Agreement”) by and between Energizer Holdings, Inc. (the “Company”) and (“Executive”).

SEVERANCE AGREEMENT
Change of Control • September 9th, 2013 • Layne Christensen Co • Construction - special trade contractors • Delaware

This Change of Control Severance Agreement (the "Agreement") is made as of September 4, 2013 (the "Effective Date") by and between Layne Christensen Company, a Delaware corporation ("Company"), and James R. Easter ("Employee").

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • July 27th, 2012 • Horizon Lines, Inc. • Water transportation • North Carolina

This CHANGE OF CONTROL SEVERANCE AGREEMENT is dated July , 2012, by and between HORIZON LINES, INC., a Delaware corporation (the “Company”), Horizon Lines LLC (an Affiliate of the Company), and (the “Executive”).

CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • August 9th, 2018 • Synacor, Inc. • Services-computer programming, data processing, etc. • New York

THIS AGREEMENT is entered into and effective as of the 29th day of October 2012, by and between Steven Davi (the “Executive”) and SYNACOR, INC., a Delaware corporation (the “Company”). All terms will be as defined in this Agreement.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • November 20th, 2012 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri

This Change of Control Employment Agreement (the “Agreement”) by and between Energizer Holdings, Inc. (the “Company”), a Missouri corporation, and _________________ (“Executive”),

AMENDED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • May 5th, 2005 • Energizer Holdings Inc • Miscellaneous electrical machinery, equipment & supplies • Missouri

This Amended Change of Control Employment Agreement (the “Amended Agreement”) by and between Energizer Holdings, Inc. (the “Company”), a Missouri corporation, and _____________ (“Executive”),

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control • May 6th, 2011 • State Bancorp Inc • State commercial banks • New York

The Board of Directors of the Company (the “Board”) has determined 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 of 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 of 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 of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caus

AMENDMENT TO CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control • January 17th, 2017 • Valero Energy Corp/Tx • Petroleum refining

This AMENDMENT, dated as of January 17, 2017 (“Amendment”), amends that certain CHANGE OF CONTROL SEVERANCE AGREEMENT dated as of [___________] (the “Agreement”), by and between Valero Energy Corporation, a Delaware corporation (the “Company”), and [_________] (the “Executive”).

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