Change of Control Employment Agreement Sample Contracts

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AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 13th, 2014 • Borgwarner Inc • Motor vehicle parts & accessories • Michigan

The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders 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 and in considerati

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • November 9th, 2020 • Cathay General Bancorp • State commercial banks • Delaware

This Change of Control Employment Agreement is made as of the 16th day of July, 2020 (this “Agreement”), by and between Cathay General Bancorp, a Delaware corporation (the “Company”), Cathay Bank, a California state chartered commercial bank and a wholly owned subsidiary of the Company (the “Bank”), and Chang M. Liu (the “Executive”).

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • January 6th, 2009 • Crescent Banking Co • State commercial banks • Georgia

THIS AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between Crescent Banking Company (the “Company”) and Anthony N. Stancil (“Executive”) is dated as of December 30, 2008, and amends and restates in its entirety the Change of Control Employment Agreement dated as of February 20, 2003, as further amended and restated on May 12, 2006.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 28th, 2024 • Phinia Inc. • Motor vehicle parts & accessories

WHEREAS, the Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its stockholders 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 distraction from the Executive’s 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, and to provide the Executive with satisfactory and competitive compensation and benefits arrangements upon a Change of Control.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • June 21st, 2019 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture • North Carolina

AGREEMENT by and between Kewaunee Scientific Corporation, a Delaware corporation (the “Company”) and Ryan S. Noble (the “Executive”), effective as of the 18th day of June 2019.

WITNESSETH:
Change of Control Employment Agreement • February 27th, 2008 • Littelfuse Inc /De • Switchgear & switchboard apparatus • Illinois
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2014 • Capital One Financial Corp • National commercial banks • Delaware

CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the 10th day of December, 2013 (this “Agreement”), by and between CAPITAL ONE FINANCIAL CORPORATION, a Delaware corporation (the “Company”), and Richard D. Fairbank (the “Executive”).

FIRST AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • July 18th, 2007 • Kewaunee Scientific Corp /De/ • Laboratory apparatus & furniture
CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 24th, 2009 • Delaware

AGREEMENT, dated as of the 30th day of November, 2007 (this “Agreement”), by and between Journal Register Company, a Delaware corporation (the “Company”), and James W. Hall (the “Executive”).

AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • May 8th, 2007 • Intermec, Inc. • Computer peripheral equipment, nec • Delaware

This AGREEMENT is made in duplication by and between Intermec, Inc., a Delaware corporation, and _____________ (the “Executive”) as of the ___ day of ________, 20__ (the “Effective Date”).

FORM OF AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 24th, 2009 • Taubman Centers Inc • Real estate investment trusts • Michigan

Taubman Centers, Inc., a Michigan corporation (together with its successors, “Taubman”), The Taubman Realty Group Limited Partnership, a Delaware limited partnership (together with its successors, “TRG”) and [_________] (“Executive”) previously entered into a Change of Control Employment Agreement on on [ ] [ ], 200[ ] (the “Original Agreement”). Taubman, TRG and the Executive now amend and restate the Original Agreement in this document, effective December [___], 2008, to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (“Code Section 409A”). The amendment and restatement of the Original Agreement as set forth in this document is the “Agreement.” This Agreement replaces and supersedes any prior change of control agreement between Taubman and the Executive.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 19th, 2016 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • England

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (this “Agreement”) by and among Aspen Insurance Holdings Limited, a Bermuda corporation (“Holdings”), Aspen Insurance UK Services Limited, an England corporation (the “Company”) and Stephen Postlewhite (the “Executive”) is dated as of the 23rd day of February 2015.

AMENDMENT #1 TO AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • November 6th, 2009 • Tw Telecom Inc. • Telephone communications (no radiotelephone)

AMENDMENT #1 dated as of November 4, 2009 (this “Amendment”) to AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between tw telecom holdings inc., a Delaware corporation (“Holdings”), and tw telecom inc., a Delaware corporation (the “Company”), and John Blount (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 19th, 2016 • Aspen Insurance Holdings LTD • Fire, marine & casualty insurance • Connecticut

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (this “Agreement”) by and among Aspen Insurance Holdings Limited, a Bermuda corporation (“Holdings”), Aspen Insurance U.S. Services Inc., a Delaware corporation (the “Company”) and Emil Issavi (the “Executive”) is dated as of the 24th day of February 2015.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • April 6th, 2005 • Crescent Banking Co • State commercial banks • Georgia

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) by and between Crescent Bank & Trust Company (together with its successors and assigns, the “Bank”) and Suzanne T. Phipps (the “Employee”), is dated as of August 19, 2004, and shall become effective as of the Effective Time of the Crescent Merger.

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 23rd, 2022 • Tupperware Brands Corp • Plastics products, nec • Delaware

THIS AGREEMENT, by and between TUPPERWARE BRANDS CORPORATION, a Delaware corporation (the “Company”), and [NAME OF EXECUTIVE] (the “Executive”), is entered into by the parties and dated as of the [___] day of [______], 20[__].

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 1st, 2021 • Cadence Bancorporation • National commercial banks • Alabama

This CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of March 1, 2014 (this “Agreement”), is entered into by and between Cadence Bank, N.A. (the “Company”), and Jerry W. Powell (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT (As Amended and Restated as of January 26, 2015)
Change of Control Employment Agreement • January 27th, 2015 • Medtronic PLC • Electromedical & electrotherapeutic apparatus • Minnesota

CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between Medtronic, Inc., a Minnesota corporation (the “Company”), and (the “Executive”), amended and restated as of the day of (the “Agreement”).

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SECOND AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • August 8th, 2013 • Tw Telecom Inc. • Telephone communications (no radiotelephone) • Delaware

This SECOND AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of June 18, 2013 (this “Agreement”), is entered into by and between tw telecom inc., a Delaware corporation (the “Company”), and Tina Davis (the “Employee”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2009 • Schering Plough Corp • Pharmaceutical preparations • New Jersey

AGREEMENT by and between Schering-Plough Corporation, a New Jersey corporation (the “Company”) and , (the “Executive”), is dated as of the ___ day of , (the “Commencement Date”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • May 4th, 2005 • Taubman Centers Inc • Real estate investment trusts • Michigan

AGREEMENT, dated as of the 12th day of May, 2003 (this “Agreement”), by and between Taubman Centers Inc., a Michigan corporation (together with its successors, “Taubman”), Taubman Realty Group Limited Partnership, a Delaware limited partnership (“TRG”) and Lisa A. Payne (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2007 • Lennox International Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware

This CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) by and between Lennox International Inc., a Delaware corporation (the “Company”), and (the “Executive”), dated as of the day of , 200 , to be effective as of the Agreement Effective Date (as defined in Section 11(h) hereof).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • August 16th, 2016 • PNC Financial Services Group, Inc. • National commercial banks • Pennsylvania

CHANGE OF CONTROL EMPLOYMENT AGREEMENT, dated as of the [ ] day of [ ], [ ] (this “Agreement”), by and between The PNC Financial Services Group, Inc., a Pennsylvania corporation (the “Company”), and [ ] (the “Executive”).

CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 16th, 2009 • 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

THE PEOPLES BANCTRUST COMPANY, INC. CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • December 27th, 2006 • Peoples Banctrust Co Inc • State commercial banks • Alabama

THIS CHANGE OF CONTROL EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into effective as of December 20, 2006, by and among Terry S. Pritchett (the “Executive”), The Peoples BancTrust Company, Inc., an Alabama corporation (the “Company”), and The Peoples Bank and Trust Company, an Alabama banking corporation (the “Bank”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 20th, 2014 • Taubman Centers Inc • Real estate investment trusts • Michigan

Taubman Centers, Inc., a Michigan corporation (together with its successors, “Taubman”), The Taubman Realty Group Limited Partnership, a Delaware limited partnership (together with its successors, “TRG”) and David Joseph (“Executive”) previously entered into a Change of Control Employment Agreement as originally effective April 29, 2013 (the “Agreement”). Taubman, TRG and the Executive now amend the Agreement, effective March 17, 2014, to replace the tax gross-up payment provisions contained in Section 8 of the Agreement with an alternative cap on parachutes, as reflected in the amendment of Section 8 as set forth below in this “Amendment.” Accordingly, Section 8 of the Agreement is amended to read as follows:

AMENDMENT TO ASSURANT, INC. CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 1st, 2010 • Assurant Inc • Accident & health insurance

THIS AMENDMENT to the Change of Control Employment Agreement (the “Agreement”) by and between Assurant, Inc., a Delaware corporation, (the “Company”) and [ ] (the “Executive”) is effective as of February 1, 2010. Capitalized terms used herein but not defined shall have the meaning as set forth in the Agreement.

FIRST AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • March 15th, 2005 • Hilb Rogal & Hobbs Co • Insurance agents, brokers & service • Virginia

This First Amendment is made this day of December, 2004, to that certain Change of Control Employment Agreement between HILB ROGAL & HOBBS COMPANY (“Company”) and [, dated July 1, 1998, and attached hereto as Exhibit A (“Old Agreement”).

LANDAMERICA FINANCIAL GROUP, INC. AMENDMENT TO CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • February 27th, 2006 • Landamerica Financial Group Inc • Title insurance

This Amendment dated this day of , 2006, is made to the Change of Control Employment Agreement dated , (the “Agreement”) between LandAmerica Financial Group, Inc. (the “Company”) and (the “Executive”).

AMENDMENT #2 TO AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT
Change of Control Employment Agreement • August 9th, 2010 • Tw Telecom Inc. • Telephone communications (no radiotelephone)

AMENDMENT #2 dated as of August 6, 2010 (this “Amendment”) to AMENDED AND RESTATED CHANGE OF CONTROL EMPLOYMENT AGREEMENT by and between tw telecom inc., a Delaware corporation (the “Company”), and Paul Jones (the “Executive”).

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