Change in Control Sample Contracts

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • February 15th, 2023 • Otter Tail Corp • Electric services

This Change in Control Severance Agreement (the “Agreement”) is made as of the _____ day of [month], [year], between Otter Tail Corporation, a Minnesota corporation, with its principal offices at 215 South Cascade Street, P.O. Box 496, Fergus Falls, Minnesota 56538‑0496 (the “Corporation “) and [name] (“You”), residing at [address], and supersedes any prior Change in Control Agreement between the Corporation and You.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • May 14th, 2014 • Versar Inc • Services-engineering services • Virginia

This Agreement between James D. Villa ("you") and VERSAR, INC. ("Company") has been entered into as of May 12, 2014. This Agreement promises you severance benefits if, following a Change of Control, you are terminated without Cause or resign for Good Reason during the Term of this Agreement. Capitalized terms are defined in the last section of this Agreement.

SEVERANCE AGREEMENT
Change in Control • October 15th, 2010 • First Financial Holdings Inc /De/ • Savings institution, federally chartered • South Carolina

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2010 (the “Effective Date”), by and between First Financial Holdings, Inc., a Delaware corporation (the “Company”), and [●] (the “Executive”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • May 6th, 2020 • Empire State Realty Trust, Inc. • Real estate investment trusts • New York

This CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of this thirteenth day of April, 2020, by and between Empire State Realty Trust, Inc., a Maryland corporation (the “Company”), and Christina Chiu (the “Executive”).

CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control • November 9th, 2016 • Barrett Business Services Inc • Services-help supply services • Washington

THIS CHANGE IN CONTROL EMPLOYMENT AGREEMENT (“Agreement”), dated August 19, 2016, is by and between BARRETT BUSINESS SERVICES, INC., a Maryland corporation (“Corporation”), and Gary Kramer (“Executive”).

Change in Control Severance Agreement
Change in Control • March 4th, 2022 • Treace Medical Concepts, Inc. • Surgical & medical instruments & apparatus • Florida

This CHANGE IN CONTROL SEVERANCE AGREEMENT is dated as of October 25, 2021, by and between TREACE MEDICAL CONCEPTS, INC., a Delaware corporation (the “Company”), and SCOT M. ELDER (the “Executive”).

RECITALS:
Change in Control • December 19th, 2008 • Cosi Inc • Retail-eating places • Illinois
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • February 14th, 2014 • Cliffs Natural Resources Inc. • Metal mining • Ohio

This CHANGE IN CONTOL SEVERANCE AGREEMENT (this “Agreement”), dated and effective as of this 1st day of January, 2014 (the “Effective Date”) is made and entered into by and between Cliffs Natural Resources Inc., an Ohio corporation (the “Company”), and _____________________ (the “Executive”).

SUPPLEMENTAL EXECUTIVE COMPENSATION AGREEMENT
Change in Control • November 7th, 2014 • LNB Bancorp Inc • State commercial banks • Ohio

This Agreement, effective as of the _____, by and between LNB Bancorp, Inc., an Ohio corporation (the "Company"), and ______("Executive"), is to EVIDENCE THAT:

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • November 20th, 2012 • Meetinghouse Bancorp, Inc. • Savings institutions, not federally chartered • Massachusetts

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of November 19, 2012, by and between MEETINGHOUSE BANK (the “Bank”) and STEVEN K. BORGERSON (the “Executive”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • October 10th, 2008 • First Savings Financial Group Inc • Savings institution, federally chartered • Indiana

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into effective as of this October 7th, 2008, by and between FIRST SAVINGS BANK, FSB, and DONALD R. ALLEN (the “Executive”).

CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Change in Control • February 24th, 2012 • Church & Dwight Co Inc /De/ • Soap, detergents, cleang preparations, perfumes, cosmetics • New Jersey

THIS AMENDED AND RESTATED CHANGE IN CONTROL AND SEVERANCE AGREEMENT, dated as of December 31, 2011 (this “Agreement”), is made by and between Church & Dwight Co., Inc, a Delaware corporation (the “Company”), and Patrick D. de Maynadier (the “Executive”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • March 15th, 2013 • FedFirst Financial Corp • Savings institution, federally chartered • Pennsylvania

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of SEPTEMBER 30, 2011, by and between FIRST FEDERAL SAVINGS BANK (the “Bank”) and HENRY B. BROWN III (the “Executive”) and FEDFIRST FINANCIAL CORPORATION, the holding company for the Bank (the “Company”), as guarantor.

AGREEMENT RE: CHANGE IN CONTROL
Change in Control • August 9th, 2004 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California

This AGREEMENT RE: CHANGE IN CONTROL (this "Agreement") is dated as of July 19, 2004 and is entered into by and between Michael J. Beck ("Executive") and Quidel Corporation, a Delaware corporation (the "Company").

EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT
Change in Control • November 30th, 2011 • Intersil Corp/De • Semiconductors & related devices • California

THIS EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the “AGREEMENT”) is entered into on November 23, 2011, between GERRY EDWARDS (“Executive”) and INTERSIL CORPORATION, a Delaware corporation (the “COMPANY”).

SEVERANCE BENEFITS AGREEMENT
Change in Control • April 12th, 2013 • Portola Pharmaceuticals Inc • Pharmaceutical preparations • California

This EXECUTIVE CHANGE IN CONTROL SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is amended and restated as of [date] (the “Effective Date”), between [EXECUTIVE] (“Executive”) and PORTOLA PHARMACEUTICALS, INC. (the “Company”). This Agreement is intended to provide Executive with certain compensation and benefits in the event that Executive is subject to certain qualifying terminations of employment in connection with a Change in Control. Certain capitalized terms used in this Agreement are defined in Article 5.

CHANGE IN CONTROL TERMINATION BENEFITS AGREEMENT
Change in Control • August 5th, 2021 • Hess Corp • Petroleum refining • New York

THIS CHANGE IN CONTROL TERMINATION BENEFITS AGREEMENT (the “Agreement”), dated as of the 3rd day of August, 2015, is between Hess Corporation, a Delaware corporation (the “Company”), and Barbara Lowery-Yilmaz (the “Executive”).

CHANGE IN CONTROL, CONFIDENTIALITY, AND NONCOMPETITION AGREEMENT
Change in Control • July 27th, 2006 • Bar Harbor Bankshares • State commercial banks • Maine

This Agreement is effective as of the 24th day of July, 2006 by and between BAR HARBOR BANKSHARES, a Maine corporation with its principal office at 82 Main Street, P.O. Box 400, Bar Harbor, ME 04609-0400 , and Chryl D. Curtis (aka Cheryl D. Curtis) of Bar Harbor, Maine , (the "Executive").

SEVERANCE / RETENTION AGREEMENT
Change in Control • October 27th, 2008 • Foothills Resources Inc • Crude petroleum & natural gas • California

This Agreement, dated as of October 1, 2008 (“Effective Date”), is entered into between Foothills Resources, Inc., a corporation organized under the laws of the State of Nevada (“Foothills”), and James H. Drennan (the “Employee”).

CHANGE IN CONTROL AND NONCOMPETITION AGREEMENT
Change in Control • May 1st, 2003 • Comarco Inc • Services-engineering services • California

This Change in Control Agreement (this “Agreement”), which is effective as of the date of the last signature affixed hereto, is made by and between Thomas A. Franza (the “Executive”), and Comarco Inc., its subsidiaries, and its affiliates (the “Company”). This agreement supercedes and cancels any similar agreements between the Company and the Executive, including the one dated May 12, 1998.

AMENDED CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • May 30th, 2007 • Insignia Systems Inc/Mn • Miscellaneous manufacturing industries • Minnesota

AGREEMENT made as of this 23rd day of May, 2007 by and between Insignia Systems, Inc., a Minnesota corporation (the “Company”), and Alan Jones (the “Executive”).

CHANGE IN CONTROL EMPLOYMENT AGREEMENT
Change in Control • February 18th, 2010 • PPG Industries Inc • Paints, varnishes, lacquers, enamels & allied prods • Pennsylvania

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 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 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 cau

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FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • May 12th, 2014 • HV Bancorp, Inc. • Pennsylvania

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into as of [date], by and between VICTORY BANK (the “Bank”) and [ ] (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT Amended and Restated Effective as of February 7, 2008 Level 1 Executives
Change in Control • May 2nd, 2008 • Clorox Co /De/ • Specialty cleaning, polishing and sanitation preparations • California

THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) effective , is between THE CLOROX COMPANY, a Delaware corporation (the “Company”) and (the “Executive”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • September 26th, 2017 • United Community Bancorp • Savings institution, federally chartered • Indiana

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is made this 26 day of September, 2017 (“Effective Date”), by and between UNITED COMMUNITY BANK, a federally chartered savings bank (the “Bank”) and David Z. Rosen (the “Executive”) and UNITED COMMUNITY BANCORP, a Indiana corporation and the holding company for the Bank (the “Company”), as guarantor (the “Agreement”).

AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PROTECTION AGREEMENT
Change in Control • June 5th, 2024 • Campbell Soup Co • Food and kindred products • New Jersey

THIS AMENDED AND RESTATED AGREEMENT (this “Agreement”) is made as of ________________ (the “Effective Date”) by and between Campbell Soup Company (the “Company”) and _________________ (the “Executive”).

MAGNUM HUNTER RESOURCES CORPORATION EXECUTIVE CHANGE IN CONTROL RETENTION AGREEMENT
Change in Control • February 29th, 2012 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • Texas

This Executive Change in Control Retention Agreement (“Agreement”) is entered into by and between Magnum Hunter Resources Corporation, a Delaware corporation (together with any Successor, the “Company”), and (“Executive”). This Agreement is effective as of November 14, 2011 (the “Effective Date”).

CHANGE IN CONTROL AGREEMENT
Change in Control • August 31st, 2023 • Thorne Healthtech, Inc. • Pharmaceutical preparations

Thorne Research, Inc., a South Carolina corporation, and its parent corporation, Thorne HealthTech, Inc., a Delaware corporation ("hereinafter referred to together as Thorne"), and William C. McCamy an employee of Thorne ("Employee"), hereby enter into this Change in Control Agreement ('"this Agreement''), as of May 1, 2023, (the "Effective Date").

CHANGE IN CONTROL AGREEMENT
Change in Control • October 27th, 2010 • Lexmark International Inc /Ky/ • Computer & office equipment • Kentucky

AGREEMENT by and between Lexmark International, Inc., a Delaware corporation, with its principal place of business in Fayette County, Kentucky (the "Company"), and <Name of Executive> (the "Executive"), dated as of <Date of Agreement>.

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • February 23rd, 2006 • Safeco Corp • Fire, marine & casualty insurance • Washington

THIS AGREEMENT, effective February 1, 2006, is made by and between Safeco Corporation, a Washington corporation (“Safeco”), and Paula Rosput Reynolds (the “Executive”).

CHANGE IN CONTROL SEVERANCE PAYMENT AGREEMENT
Change in Control • August 25th, 2005 • Vail Banks Inc • State commercial banks • Colorado

This Agreement, made and entered into as of the 22nd day of August, 2005, by and between Vail Banks, Inc. and WestStar Bank (collectively referred to as the “Company”), and Brady Burt (hereinafter called the “Executive”),

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control • March 15th, 2010 • Fairfield County Bank Corp. • Connecticut

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (the “Agreement”) is entered into effective as of this [date], by and between FAIRFIELD COUNTY BANK, and [ ] (the “Executive”).

CHANGE IN CONTROL TERMINATION BENEFITS AGREEMENT
Change in Control • March 16th, 2010 • Endeavour International Corp • Crude petroleum & natural gas • Texas

THIS CHANGE IN CONTROL TERMINATION BENEFITS AGREEMENT (the “Agreement”), dated as of the 11th day of January 2010 is between Endeavour International Corporation, a Nevada corporation (the “Company”), and James Joseph Emme (the “Executive”).

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