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"),

EXHIBIT 99.1
Change in Control Agreement • September 28th, 2005 • Phoenix Companies Inc/De • Life insurance • Connecticut
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”).

FIRST SENIOR VICE PRESIDENT CHANGE-IN-CONTROL AGREEMENT [EMPLOYEE NAME]
Change in Control Agreement • February 28th, 2017 • Valley National Bancorp • National commercial banks • New Jersey

THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), is made as of this [DAY] day of [MONTH], [YEAR], 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 [EMPLOYEE NAME] (the “Executive”).

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 • 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").

Exhibit 10 (l) Schedule of Agreements with Executive Officers The Company has entered into change-in-control agreements with the executive officers listed below. Such agreements are substantially identical in all material respects to the form...
Change-in-Control Agreement • March 12th, 2004 • West Pharmaceutical Services Inc • Fabricated rubber products, nec

The Company has entered into change-in-control agreements with the executive officers listed below. Such agreements are substantially identical in all material respects to the form agreement and amendment thereto, set forth in Exhibits (10)(k) and (10)(k)(1) hereto.

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 • August 2nd, 2024 • Peoples Bancorp Inc • State commercial banks • Ohio

This CHANGE IN CONTROL AGREEMENT is adopted this 1st day of August, 2024 by and between PEOPLES BANCORP INC., a financial holding company, located in Marietta, Ohio (the “Company”), and Tyler Wilcox (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;

AGREEMENT RE: CHANGE IN CONTROL
Change in Control Agreement • October 30th, 2020 • Quidel Corp /De/ • In vitro & in vivo diagnostic substances • California

This AGREEMENT RE: CHANGE IN CONTROL (this “Agreement”) is dated as of October 22, 2020 and is entered into by and between Tammi Ranalli (“Officer”) and Quidel Corporation, a Delaware corporation (the “Company”).

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 5th, 2024 • Quaker Chemical Corp • Miscellaneous products of petroleum & coal • Pennsylvania

THIS AGREEMENT, dated June 10, 2024 between QUAKER CHEMICAL CORPORATION, d/b/a QUAKER HOUGHTON, a Pennsylvania corporation (the “Company”) and Tom Coler (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.

Exhibit 10.1
Change in Control Agreement • January 10th, 2006 • Tecumseh Products Co • Air-cond & warm air heatg equip & comm & indl refrig equip • Michigan
CHANGE-IN-CONTROL AGREEMENT Tier 1
Change-in-Control Agreement • September 29th, 2022 • Comtech Telecommunications Corp /De/ • Radio & tv broadcasting & communications equipment • New York

Comtech Telecommunications Corp. considers it essential to the best interests of its stockholders to foster the continued employment of its key management personnel and the key management personnel of its subsidiaries (such subsidiaries, together with Comtech Telecommunications Corp., collectively referred to as the “Company”). In addition, our Board of Directors (the “Board”) recognizes that the possibility of a change in ownership or control of the Company may result in the departure or distraction of key personnel to the detriment of the Company and our stockholders. Therefore, the Board has determined to enter into this agreement with you (i) to encourage and reinforce your attention and dedication to your assigned duties without distraction, including in the face of the disruptive circumstances that can arise from a possible change in control of the Company, (ii) to enhance our ability to retain you, and (iii) to provide you with fair and reasonable protection, including protectio

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 .

FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 4th, 2006 • San Joaquin Bancorp
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WITNESSETH:
Change in Control Agreement • May 30th, 2001 • Essex Bancorp Inc /New • Savings institution, federally chartered
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 • 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 • September 24th, 2007 • Del Laboratories Inc • Perfumes, cosmetics & other toilet preparations • New York
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
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 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”).

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”).

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 FOR
Change in Control Agreement • June 10th, 2005 • Investors Bancorp Inc • Delaware
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.

CHANGE IN CONTROL
Change in Control Agreement • April 6th, 2016 • MSC Industrial Direct Co Inc • Wholesale-industrial machinery & equipment • New York

AGREEMENT made and entered into as of this 31st day of March, 2016 by and between MSC INDUSTRIAL DIRECT CO., INC., a New York corporation (the “Corporation”), and David Wright, having an address at c/o MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747 (the “Associate”).

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”).

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