Executive Change of Control Agreement Sample Contracts

EXHIBIT 10.1 EXECUTIVE CHANGE OF CONTROL AGREEMENT October 26, 2006 Brian Bronson [Address]
Executive Change of Control Agreement • October 27th, 2006 • Radisys Corp • Computer peripheral equipment, nec • Oregon
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EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • November 25th, 2020 • State Auto Financial CORP • Fire, marine & casualty insurance • Ohio

This Executive Change of Control Agreement (this “Agreement”) is made as of November 13, 2020 to be effective as of January 1, 2021 (the “Effective Date”), by and among State Auto Financial Corporation, an Ohio corporation (“State Auto Financial”), State Auto Property and Casualty Insurance Company, an Iowa-domiciled insurance company (“State Auto P&C”), State Automobile Mutual Insurance Company, an Ohio-domiciled mutual insurance company (“State Auto Mutual”), and Michael E. LaRocco (“Executive”). State Auto Financial, State Auto P&C, State Auto Mutual and each of their respective insurer subsidiaries and affiliates, present and future, are hereinafter collectively referred to as “State Auto.”

EX-10.2 3 dex102.htm EXECUTIVE CHANGE OF CONTROL AGREEMENT WITH WAYNE F. ROBBINS Execution Copy EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • May 5th, 2020 • Massachusetts

This EXECUTIVE CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 21st day of March, 2006, between Hoke, Inc., a New York corporation (the “Company”), and Wayne F. Robbins (“Executive”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • April 26th, 2019 • Interpublic Group of Companies, Inc. • Services-advertising agencies • New York

This AGREEMENT (“Agreement”) effective as of the date of execution, by and between The Interpublic Group of Companies, Inc. (“Interpublic”), a Delaware corporation, and Ellen Johnson (the “Executive”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • November 4th, 2008 • Ch2m Hill Companies LTD • Services-engineering services • Colorado

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is executed to be effective as of the 1st day of July, 2008 (“Effective Date”), by and between CH2M HILL Companies, Ltd., an Oregon corporation (“CH2M HILL”), and Mark A. Lasswell (“Executive”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • February 17th, 2015 • Radisys Corp • Computer peripheral equipment, nec • Oregon
SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • February 26th, 2009 • Circor International Inc • Miscellaneous fabricated metal products

This SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT, dated December 23 , 2008, is by and between CIRCOR, INC., a Massachusetts corporation (the “Company”), and Alan J. Glass (the “Executive”).

AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • October 27th, 2009 • Winnebago Industries Inc • Motor homes • Iowa

This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 17, 2008, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the “Company”), and Robert L. Gossett (the “Executive”).

Exhibit 10.16 EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • March 5th, 2004 • Radisys Corp • Computer peripheral equipment, nec • Oregon
EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • December 26th, 2017 • Winnebago Industries Inc • Motor homes • Iowa

This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of December 22, 2017, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and Bryan Hughes (the "Executive").

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • May 9th, 2017 • Relm Wireless Corp • Radio & tv broadcasting & communications equipment • Florida

This Executive Change of Control Agreement (the “Agreement”), dated and effective as of February 24, 2016 (the “Effective Date”), is entered into by and between RELM Wireless Corporation, a Nevada corporation with its principal place of business in West Melbourne, Florida (the “Company”), and the Executive of the Company named on the signature page hereto (the “Executive”).

INVUITY, INC. EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • September 24th, 2018 • Invuity, Inc. • Surgical & medical instruments & apparatus • California

This Executive Change of Control Agreement (the “Agreement”) is entered into by and between Invuity, Inc. (the “Company”), and Steve Annen (“Executive”) as of the date set forth on the signature page below (the “Effective Date”).

SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • June 24th, 2019 • Circor International Inc • Miscellaneous fabricated metal products

This SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT, effective June 21, 2019 is by and between CIRCOR International, Inc., a Massachusetts corporation (the “Company”) and Scott Buckhout (the “Executive”).

SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • August 1st, 2019 • Circor International Inc • Miscellaneous fabricated metal products

This SECOND AMENDMENT TO EXECUTIVE CHANGE OF CONTROL AGREEMENT, effective June 21, 2019 is by and between CIRCOR International, Inc., a Massachusetts corporation (the “Company”) and David Mullen (the “Executive”).

AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • March 16th, 2009 • On Assignment Inc • Services-help supply services • Delaware

This Executive Change of Control Agreement (this “Agreement”), made as of the 1st day of January, 2007, by and between On Assignment, Inc., a Delaware corporation (the “Company”), and James Brill (the “Executive”), is amended and restated as of December 11, 2008.

AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT May 2, 2011
Executive Change of Control Agreement • May 3rd, 2011 • Radisys Corp • Computer peripheral equipment, nec • Oregon
AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT February 27, 2007
Executive Change of Control Agreement • March 2nd, 2007 • Radisys Corp • Computer peripheral equipment, nec • Oregon
SPX Corporation 700 Terrace Point Drive EXECUTIVE CHANGE OF CONTROL AGREEMENT P.O. Box 3301 Muskegon, M1 49443-3301 USA Phone 616-724-5000 February 15, 1999 Fax 616-724-5720 Mr. Thomas J. Riordan 4135 Carillon Drive Bloomfield Hills, MI 48302 Dear Tom:
Executive Change of Control Agreement • March 16th, 2005 • SPX Corp • Metalworkg machinery & equipment • Michigan

SPX Corporation (the "Company") recognizes that your contribution to its growth and success will be substantial and desires to assure your continued employment. In this regard, the Board of Directors of the Company (the "Board") recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control (as defined in Section 2, below) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • August 24th, 2012 • Viking Systems Inc • Electromedical & electrotherapeutic apparatus • California

AGREEMENT by and between Viking Systems, Inc., a Delaware corporation (the “Corporation”), and Robert Mathews (the “Executive”), dated as of the 23rd day of August, 2012.

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • November 5th, 2014 • Mattson Technology Inc • Special industry machinery, nec • California

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT (this "Agreement") is dated as of October 31, 2014 (the "Effective Date"), by and between Mattson Technology, Inc., (the "Company"), and Tyler Purvis (the "Executive").

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Executive Change of Control Agreement • June 1st, 2020 • Circor International Inc • Miscellaneous fabricated metal products • Massachusetts

This EXECUTIVE CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 30th March 2020, between CIRCOR International, Inc., a Delaware corporation (the “Company”), and Abhishek Khandelwal (“Executive”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • June 1st, 2004 • Relm Wireless Corp • Radio & tv broadcasting & communications equipment • Florida

This Executive Change of Control Agreement (the “Agreement”), dated and effective as of January 1, 2004 (the “Effective Date”), is entered into by and between Relm Wireless Corporation, a Nevada corporation with its principal place of business in West Melbourne, Florida (the “Company”), and the Executive of the Company named on the signature page hereto (the “Executive”).

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • August 9th, 2013 • Mattson Technology Inc • Special industry machinery, nec • California

THIS EXECUTNE CHANGE OF CONTROL AGREEMENT (this "Agreement") is dated as of March 4 2013 (the "Effective Date"), by and between Mattson Technology, Inc., (the "Company"), and Hoang H. Hoang (the "Executive").

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • October 23rd, 2012 • Winnebago Industries Inc • Motor homes • Iowa

This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of June 20, 2012, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and Scott C. Folkers (the "Executive").

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • April 29th, 2008 • Skyterra Communications Inc • Communications services, nec • Delaware

THIS AGREEMENT dated as of September 20, 2004 is made by and between Mobile Satellite Ventures LP, a Delaware limited partnership (the "Company"), and Randy S. Segal (the "Executive").

EX-10.1 4 d360398dex101.htm FORM OF EXECUTIVE CHANGE OF CONTROL AGREEMENT EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • May 5th, 2020 • Texas

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT (this “Agreement”) is entered into as of [date] (the “Effective Date”), by and between Atwood Oceanics, Inc., a Texas corporation (the “Company”), and [name] (the “Executive”). The parties agree as follows:

Form of Executive Change of Control Agreement (Full Double-Trigger)
Executive Change of Control Agreement • March 12th, 2009 • Callidus Software Inc • Services-computer programming services

This letter modifies any Stock Option Agreement or Restricted Stock Unit Agreement or other agreement documenting any equity award (as applicable, any “Equity Award Agreement”) or Employment Agreement you may now or hereafter have with respect to the common stock of Callidus Software Inc. (the “Company”) and any prior agreement between you and the Company regarding the Equity Award Agreements including, without limitation, any prior change of control agreement(s). This letter provides for accelerated vesting of your Callidus stock options, restricted stock awards, restricted stock units and other equity-based awards, as applicable (collectively, the “Equity Awards”) under the conditions described below.

EXECUTIVE CHANGE OF CONTROL AGREEMENT
Executive Change of Control Agreement • February 26th, 2009 • Circor International Inc • Miscellaneous fabricated metal products • Massachusetts

This EXECUTIVE CHANGE OF CONTROL AGREEMENT (“Agreement”) is made as of the 11th day of February 2008, between CIRCOR, Inc., a Massachusetts corporation (the “Company”), and Frederic M. Burditt (“Executive”).

Contract
Executive Change of Control Agreement • May 5th, 2020

EX-10 3 exh10vdegnanexecutivechang.htm EXH 10V DEGNAN EXECUTIVE CHANGE OF CONTROL AGREEMENT EXECUTIVE CHANGE OF CONTROL AGREEMENT This EXECUTIVE CHANGE OF CONTROL AGREEMENT is made as of June 20, 2012, by and between WINNEBAGO INDUSTRIES, INC., an Iowa corporation (the "Company"), and S. Scott Degnan (the "Executive"). R E C I T A L S : WHEREAS, the Executive is a senior executive and officer of the Company and has made and is expected to continue to make major contributions to the profitability, growth and financial strength of the Company; WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a Change of Control (as hereafter defined) exists; WHEREAS, it is in the best interests of the Company, considering the past and future services of the Executive, to improve the security and climate for objective decision making by providing for the personal security of the Executive upon a Change of Control. NOW, THEREFORE, in consideration of

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