Change of Control Agreement Sample Contracts

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Change of Control Agreement
Change of Control Agreement • March 5th, 2020 • Gulf Island Fabrication Inc • Fabricated structural metal products • Louisiana

This Change of Control Agreement (the “Agreement”) between Gulf Island Fabrication, Inc., a Louisiana corporation (the “Company”), and Richard W. Heo (the “Executive”) is dated effective November 14, 2019 (the “Agreement Date”).

PONIARD PHARMACEUTICALS, INC. AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 16th, 2009 • Poniard Pharmaceuticals, Inc. • Pharmaceutical preparations

This Amended and Restated Change of Control Agreement (this “Agreement”), dated as of February 24, 2009, is entered into by and between PONIARD PHARMACEUTICALS, INC., a Washington corporation (as supplemented by Section 13 hereof, the “Company”), and CHENI KWOK (the “Executive”) to reflect amendments made in December, 2008.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • October 21st, 2022 • Rockwell Automation, Inc • Measuring & controlling devices, nec • Delaware

CHANGE OF CONTROL AGREEMENT by and between Rockwell Automation, Inc., a Delaware corporation (the “Company”), and ______________ (the “Executive”), dated as of the 30th day of September, 2022 (this “Agreement”).

SEVERANCE AND CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 3rd, 2024 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus

CHANGE OF CONTROL AGREEMENT by and between HOLOGIC, INC., a Delaware corporation (the "Company"), and Peter Dunne (the "Executive"), dated as of January 9, 2024.

Change of Control Agreement May 1, 2024
Change of Control Agreement • July 25th, 2024 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware

LKQ Corporation, a Delaware corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions that might arise among management in the context of any possible Change of Control (as defined below) of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 21st, 2013 • EQT Corp • Natural gas transmisison & distribution • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT (the “Agreement”) dated as of the 19th day of February, 2013 (the “Effective Date”) is made by and between EQT CORPORATION, a Pennsylvania corporation with its principal place of business at Pittsburgh, Pennsylvania (the “Company”), and Randall L. Crawford, an individual (the “Employee”). This Agreement amends and restates that certain Change of Control Agreement, dated as of September 8, 2008, between the parties hereto (the “Existing Agreement”), for the purposes of eliminating the Change of Control excise tax gross-up provision of the Existing Agreement.

CHANGE OF CONTROL AGREEMENT for MICHAEL RUTZ
Change of Control Agreement • May 2nd, 2014 • Littelfuse Inc /De • Switchgear & switchboard apparatus • Illinois

THIS AGREEMENT is made effective as of the 10th day of February, 2014, by and between LITTELFUSE, INC., a Delaware corporation (hereinafter referred to as the “Company”), and the executive named above (hereinafter referred to as the “Executive”);

CHANGE OF CONTROL AGREEMENT For [EXECUTIVE]
Change of Control Agreement • January 5th, 2024 • Littelfuse Inc /De • Switchgear & switchboard apparatus

THIS AGREEMENT is made effective as of the 1st day of January, 2024, by and between LITTELFUSE, INC., a Delaware corporation (the “Company”), and the executive named above (the “Executive”).

Change of Control Agreement
Change of Control Agreement • July 30th, 2007 • Boston Communications Group Inc • Radiotelephone communications • Massachusetts

THIS CHANGE OF CONTROL AGREEMENT (this “Agreement”) by and between Boston Communications Group, Inc. (the “Company”), a Massachusetts Corporation with its principal place of business at 55 Middlesex Turnpike, Bedford, MA 01730, and Joseph Mullaney (the “Executive”), is made as of the first day of your employment with the Company, to be inserted upon your hire (the “Effective Date”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 13th, 2024 • Chemung Financial Corp • State commercial banks • New York

THIS CHANGE OF CONTROL AGREEMENT (“Agreement”) is hereby entered into on this 18th day of December, 2019, 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 PETER K. COSGROVE (“Executive”). Any reference to the “Company” shall mean Chemung Financial Corporation, the stock holding company of the Bank, or any successor thereto.

ONE-YEAR CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 10th, 2023 • Western New England Bancorp, Inc. • Savings institution, federally chartered • Massachusetts

This CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made and entered into as of January 1, 2022 by and among WESTFIELD BANK, a federally chartered savings bank having an office at 141 Elm Street, Westfield, Massachusetts 01085 (the “Bank”), WESTERN NEW ENGLAND BANCORP, INC., a business corporation organized and existing under the laws of the Commonwealth of Massachusetts and having an office at 141 Elm Street, Westfield, Massachusetts 01085 (the “Company”) and Daniel A. Marini (the “Officer”).

Originally Entered into as of April 4, 2011
Change of Control Agreement • May 3rd, 2011 • Hickory Tech Corp • Telephone communications (no radiotelephone) • Minnesota

This Change of Control Agreement (this “Agreement”) was orginally entered into as of the 4th day of April, 2011, by and between HickoryTech Corporation, a Minnesota corporation (the “Company”), and Carol Wirsbinski (the “Executive”).

Change of Control Agreement
Change of Control Agreement • March 1st, 2013 • LKQ Corp • Wholesale-motor vehicles & motor vehicle parts & supplies • Delaware

LKQ Corporation, a Delaware corporation (the “Company”), considers it essential to the best interests of its stockholders to take reasonable steps to retain key management personnel. Further, the Board of Directors of the Company (the “Board”) recognizes that the uncertainty and questions that might arise among management in the context of any possible Change of Control (as defined below) of the Company could result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.

BRADY CORPORATION CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 30th, 2024 • Brady Corp • Miscellaneous manufacturing industries

AGREEMENT, made as of April 11, 2022, between Brady Corporation, a Wisconsin corporation, (“Corporation”) and Thomas DeBruine (“Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 9th, 2024 • First Commonwealth Financial Corp /Pa/ • National commercial banks • Pennsylvania

THIS CHANGE OF CONTROL AGREEMENT (this "Change of Control Agreement"), is entered into as of September 11, 2023 (the “Effective Date”), by and between First Commonwealth Financial Corporation, a Pennsylvania corporation (the “Company”), and Michael P. McCuen (“Executive”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 8th, 2018 • Chemung Financial Corp • State commercial banks • New York

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”).

WITNESSETH: -----------
Change of Control Agreement • June 28th, 2001 • Pioneer Standard Electronics Inc • Wholesale-electronic parts & equipment, nec • Ohio
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 25th, 2016 • Cryolife Inc • Surgical & medical instruments & apparatus • Georgia

This CHANGE OF CONTROL AGREEMENT (this “Agreement”) dated as of the day of December, 2012 is by and between CRYOLIFE, INC., a Florida corporation (“CryoLife” or the “Company”) and D. Ashley Lee (the “Officer”).

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CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 12th, 2020 • Intest Corp • Instruments for meas & testing of electricity & elec signals • Delaware

The Board of Directors (the “Board”) of inTEST Corporation (“inTEST”) hereby offers to you the benefits described below. If you desire to accept the benefits described below, you must sign the copy of this Change of Control Agreement (the “Agreement”) which is enclosed and return it to me on or before August 19, 2020.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • August 6th, 2024 • Lumen Technologies, Inc. • Telephone communications (no radiotelephone) • California

CHANGE OF CONTROL AGREEMENT (this “Agreement”), effective as of _________________ (the “Agreement Date”), between Lumen Technologies, Inc., a Louisiana corporation (the “Company”), and ________________ (the “Employee”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • April 30th, 2007 • Chordiant Software Inc • Services-prepackaged software • California

This Change Of Control Agreement (“Agreement”) is made by and between Chordiant Software, Inc. (the “Company”) and James St. Jean (“Executive”). This Agreement will become effective upon its execution by both parties hereto (the “Effective Date”).

AMENDED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • January 7th, 2019 • Zivo Bioscience, Inc. • Food and kindred products • Michigan

THIS AMENDED CHANGE OF CONTROL AGREEMENT (this “Agreement”), is made on this 31st day of December, 2018, by and between Zivo Bioscience, Inc. (the “Company”) and (the “Employee”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • September 16th, 2004 • JDS Uniphase Corp /Ca/ • Semiconductors & related devices • California

This Agreement, dated as of August 4, 2004, is between JDS Uniphase Corporation, a Delaware corporation (the “Company”) and David Gudmundson (“Employee”).

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 21st, 2013 • Tidewater Inc • Water transportation • Louisiana

This is an amendment and restatement dated effective as of June 1, 2012 (the “Effective Date”) of the Change of Control Agreement (the “Agreement”) between Tidewater Inc., a Delaware corporation (the “Company”) and Jeffrey A. Gorski (the “Employee”), effective January 23, 2012.

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 23rd, 2008 • Marshall & Ilsley Corp • State commercial banks • Wisconsin

THIS AGREEMENT, entered into as of the 18th day of December, 2008, by and between MARSHALL & ILSLEY CORPORATION (the “Company”), and «Name» (the “Executive”) (hereinafter collectively referred to as “the parties”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • November 9th, 2010 • Xenoport Inc • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”) is made and entered into by and between GIANNA M. BOSKO (the “Executive”) and XENOPORT, INC., a Delaware corporation (the “Company”), effective as of September 3, 2010.

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 8th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • California

(the “Employee”) and Conceptus, Inc., a Delaware corporation (the “Company”) entered into a Change of Control Agreement, effective as of this 2013 (the “Effective Date”), pursuant to the terms and conditions set forth in this Amended and Restated Change of Control Agreement (the “Agreement”).

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 14th, 2011 • Dole Food Co Inc • Agricultural production-crops • California

This Change of Control Agreement (“Agreement”) is entered into effective this xxth day of xx, 200x, between you and Dole Food Company, Inc. You are a key executive at Dole and an integral part of its management. We recognize that the possibility of a change of control of Dole may result in the departure or distraction of management to the detriment of Dole and its stockholders. We wish to assure you of fair severance should your employment terminate in specified circumstances following a change of control of Dole and to assure you of certain other benefits upon a change of control. The capitalized terms used in this Agreement either are defined in the Appendices at the end of this Agreement or otherwise are defined in the body of this Agreement. In consideration of your continued employment with Dole and other good and valuable consideration, you and Dole agree as follows:

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