Change Of Control Agreement Sample Contracts

Aradigm Corp – Change of Control Agreement (June 6th, 2018)

This Change of Control Agreement (the Agreement) is made and entered into as of May 31, 2018, by and between Aradigm Corporation (the Company), and Dr. Juergen Froehlich (the Executive).

Village Bank and Trust Financial Corp. – Change of Control Agreement (June 4th, 2018)

THIS AGREEMENT is entered into as of the date set forth below, by and between Village Bank and Trust Financial Corp., a Virginia corporation (the "Corporation"), and Donald M. Kaloski, Jr. (the "Executive") and is made effective May 1, 2018 (the "Effective Date").

Quantum Corporation Change of Control Agreement (May 30th, 2018)

THIS CHANGE OF CONTROL AGREEMENT (the Agreement) by and between J. Michael Dodson (the Employee) and QUANTUM CORPORATION, a Delaware corporation (the Corporation), is effective as of May 31, 2018.

Change of Control Agreement (May 29th, 2018)

This CHANGE OF CONTROL AGREEMENT by and between CRACKER BARREL OLD COUNTRY STORE, Inc., a Tennessee corporation (the "Company"), and ___________ ("Executive") is dated as of _________________.

Change of Control Agreement (May 10th, 2018)

This Change of Control Agreement (this "Agreement") is made the 1st day of February 2016 by and between Agenus Inc., a Delaware corporate having its place of business at 3 Forbes Road, Lexington, MA 02421, U.S.A. (the "Company"), and Alex Duncan of 15 Cambridge Road, Girton, Cambridge CB30PN, United Kingdom (the "Executive").

First Northern Comm Banc – Change of Control Agreement (May 9th, 2018)

This Change of Control Agreement (this "Agreement") is entered into as of March 1, 2016 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Jeff Adamski (the "Executive").

First Northern Comm Banc – Change of Control Agreement (May 9th, 2018)

This Change of Control Agreement (this "Agreement") is entered into as of January 5, 2015 by and between FIRST NORTHERN BANK OF DIXON, a California banking corporation (the "Bank"), and Terry Joe Danelson (the "Executive").

Forest City Realty Trust, Inc. – Change of Control Agreement (May 3rd, 2018)

This Change of Control Agreement ("Agreement"), is made effective [*], 20[*] (the "Effective Date"), by and between Forest City Employer, LLC (the "Company"), and [*] ("Employee").

Change of Control Agreement (May 1st, 2018)

Intevac, Inc. (hereafter referred to as Intevac or the Company) employs Timothy Justyn (hereafter referred to as the Employee) and desires to provide certain benefits to the Employee in the event of a Division Sale as described herein and the Employees employment terminates thereafter under certain conditions. Accordingly, the Company and the Employee agree as follows:

Csx Corporation Change of Control Agreement (April 5th, 2018)

AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the Company), and Angela C. Williams (the Executive), dated as of the 5th day of April, 2018.

Change of Control Agreement (March 30th, 2018)

This Change of Control Agreement ("Agreement") is made and entered into, effective as of the 19th day of July, 2017, by and between Los Alamos National Bank (the "Bank") and Thomas Dolan (the "Executive").

Codorus Valley Bancorp, Inc – Change of Control Agreement (March 13th, 2018)

AGREEMENT made as of February 5, 2018, by and among CODORUS VALLEY BANCORP, INC., a Pennsylvania business corporation (hereinafter referred to as the "Corporation"), PEOPLESBANK, a Codorus Valley Company, a Pennsylvania state chartered bank (hereinafter referred to as the "Bank") and TIMOTHY J. NIEMAN, an adult individual (hereinafter referred to as "Executive").

United Bankshares, Inc. – 2017 Amendment to Amended and Restated Change of Control Agreement (March 1st, 2018)

THIS AMENDMENT to the Change of Control Agreement (Change of Control Agreement) is made this 10th day of November, 2017, by and between UNITED BANKSHARES, INC., a West Virginia bank holding company (the Company) and (the Executive).

LKQ Corporation – Change of Control Agreement October 1, 2017 (February 28th, 2018)
Change of Control Agreement (February 27th, 2018)

This Change of Control Agreement ("Agreement") between EOG Resources, Inc., a Delaware corporation (the "Company"), and Ezra Y. Yacob (the "Employee") is effective as of this 26th day of January, 2018 (the "Effective Date"). Certain capitalized terms used herein are defined in Section 21.

National Bank Holdings Corp. – Change of Control Agreement (February 27th, 2018)

THIS CHANGE OF CONTROL AGREEMENT, dated as of the [DATE] (this "Agreement"), is entered into by and among NBH Bank (the "Bank"), National Bank Holdings Corporation (the "Company" and together with the Bank, the "Employer"), and [_________] (the "Associate").

Change of Control Agreement (February 23rd, 2018)
Zivo Bioscience, Inc. – Amended Change of Control Agreement (February 21st, 2018)

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this "Agreement"), is made on this 9th day of February 2018, by and between Zivo Bioscience, Inc. (the "Company") and (the "Employee").

Sb Financial Group Inc. – Sb Financial Group, Inc. Amended and Restated Change of Control Agreement for Mark A. Klein (January 26th, 2018)

THIS AGREEMENT between SB Financial Group, Inc. (the "Company") and Mark A. Klein (the "Executive") is effective as of the 22nd day of January, 2018 (the "Effective Date"). This Agreement replaces the SB Financial Group, Inc. Change of Control Agreement for Mark A. Klein dated as of July 15, 2015 (the "COC Agreement").

Sb Financial Group Inc. – Sb Financial Group, Inc. Amended and Restated Change of Control Agreement for Anthony V. Cosentino (January 26th, 2018)

This AGREEMENT between SB Financial Group, Inc. (the "Company") and Anthony V. Cosentino is effective as of the 22nd day of January, 2018 (the "Effective Date"). This Agreement replaces the Rurban Financial Corp. Change of Control Agreement for Anthony V. Consentino dated April 21, 2010 (the "COC Agreement").

Sb Financial Group Inc. – Sb Financial Group, Inc. Amended and Restated Change of Control Agreement for Jonathan R. Gathman (January 26th, 2018)

This AGREEMENT between SB Financial Group, Inc. (the "Company") and Jonathan R. Gathman is effective as of the 22nd day of January, 2018 (the "Effective Date"). This Agreement replaces the Rurban Financial Corp. Change of Control Agreement for Jonathan R. Gathman dated April 30, 2012 (the "COC Agreement").

Change of Control Agreement (January 22nd, 2018)

THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") by and between PATRICK J. DENNIS (the "Employee") and QUANTUM CORPORATION, a Delaware corporation (the "Corporation"), is effective as of the date the Employee commences employment with the Corporation in accordance with that certain offer letter by and between the Corporation and the Employee dated January 16, 2018 (the "Offer Letter").

Chemung Financial Corp. – Change of Control Agreement (January 8th, 2018)

This Change of Control Agreement ("Agreement") is hereby entered into on this 3rd day of January 2018, by and between CHEMUNG CANAL TRUST COMPANY, a trust company chartered under the laws of the State of New York with its principal office located at One Chemung Canal Plaza, Elmira, New York 14902 ("Bank"), and Daniel Fariello, of 14 Carlson Way, Clifton Park, NY 12065 ("Executive").

Tidewater Inc. – Change of Control Agreement (December 19th, 2017)

This Change of Control Agreement (this Agreement) is entered into between Tidewater Inc., a Delaware corporation (the Company) and [ ] (the Employee and, together with the Company, the Parties), an officer of the Company, on [ ], 2017 (the Execution Date), with effect from January 1, 2018 (the Effective Date). Capitalized terms used but not defined in this Agreement have the respective meanings provided in the Appendix.

Fogo de Chao, Inc. – Change of Control Agreement (December 7th, 2017)

This Change of Control Agreement (this Agreement), effective as of [*], 2017, (Effective Date) is made between Fogo de Chao, Inc., a Delaware corporation (the Company) and the individual executing this Agreement as the Executive on the signature page (the Executive).

Change of Control Agreement (December 6th, 2017)

CHANGE OF CONTROL AGREEMENT, effective as of January 1, 2018 (this Agreement), by and between Associated Banc-Corp, a Wisconsin corporation (the Company), and [Name] (the Executive).

CSI Compressco LP – Change of Control Agreement (November 21st, 2017)

THIS CHANGE OF CONTROL AGREEMENT (the "Agreement"), made and entered into effective as of November 20, 2017 (the "Effective Date"), by and between CSI Compressco GP Inc., a Delaware corporation (the "Company"), as the general partner of CSI Compressco LP (the "Partnership") and Owen Serjeant ("Executive").

Schedule to Senior Vice President Change of Control Agreement (November 21st, 2017)

The following is a list of our executive officers who are party to the Company's Senior Vice President Change of Control Agreement, the form of which was filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended 12/29/2012:

Dnb Financial Corp – Amendment to Change of Control Agreement for Gerald F. Sopp (November 17th, 2017)

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (this "Amendment"), amends that certain Change of Control Agreement dated March 28, 2007, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009, Amendment to Change in Control Agreement dated October 14, 2011, and Amendment to Change in Control Agreement dated December 19, 2012 (as so amended, the "Agreement") by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company") and Gerald F. Sopp, an individual ("Executive").

Dnb Financial Corp – Amendment to Change of Control Agreement for William J. Hieb (November 17th, 2017)

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT dated as of November 15, 2017 (this "Amendment"), amends that certain Amended and Restated Change of Control Agreement dated December 20, 2006, as previously amended by Amendment to Change of Control Agreement dated December 16, 2009, and Amendment to Change in Control Agreement dated October 14, 2011 (as so amended, the "Agreement") by and among DNB FINANCIAL CORPORATION ("Holding Company"), DNB FIRST, NATIONAL ASSOCIATION, a national banking association with principal offices at 4 Brandywine Avenue, Downingtown, PA 19335 ("Bank") (Holding Company and Bank are sometimes referred to individually and collectively herein as the "Company") and William J. Hieb, an individual ("Executive").

Schedule of Executives of the Company Who Are a Party to the Change of Control Agreement: Three-Year Agreement (November 14th, 2017)
Juniper Networks, Inc. Change of Control Agreement (November 7th, 2017)

This Change of Control Agreement (the "Agreement") is made and entered into by and between Bikash Koley (the "Employee") and Juniper Networks, Inc., a Delaware Corporation (the "Company"), effective on the last date signed below.

Re: Change of Control Agreement (October 24th, 2017)

FLIR Systems, Inc., an Oregon corporation with its Corporate offices located at 27700 SW Parkway Avenue, Wilsonville, Oregon 97070 (the "Company"), considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of the Company and its shareholders. To this end, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company, acting through its Compensation Committee (the "Committee") has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company's management to their assigned duties without dist

Southwest Bancorp, Inc. – Amendment to Change of Control Agreement (October 20th, 2017)

THIS AMENDMENT TO CHANGE OF CONTROL AGREEMENT (the "Amendment") is made and entered into as of this 19th day of October, 2017 (the "Effective Date") by and between Southwest Bancorp, Inc., a bank holding company organized under the laws of the State of Oklahoma ("Southwest"), Bank SNB, an Oklahoma banking corporation (the "Bank"), successor by conversion to Bank SNB, National Association, formerly known as Stillwater National Bank and Trust Company and Priscilla Barnes ("Executive") with reference to the following:

Metropolitan Bank Holding Corp. – Change of Control Agreement (October 4th, 2017)

THIS CHANGE OF CONTROL AGREEMENT (the "Agreement") is made as of May 12, 2017 by and between METROPOLITAN COMMERICAL BANK (the "Bank"), a wholly owned subsidiary of Metropolitan Bank Holding Corporation, a New York corporation ("MBHC") and SANGEETA KISHORE, a natural person residing at 226 Portside Drive, Edgewater, New Jersey 06020 ("Executive").