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Subscribers | 2003 |
Change in Control Agreement
Change in Control Agreement (59K)
Doc #166567: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and
WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Temple-Inland and the Executive hereby agree as
follows:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue in effect through the second anniversary of
the Effective Date; provided, however, that commencing on the first anniversary
of the Effective Date, and on each anniversary of the Effective Date thereafter,
the Term shall automatically be extended for one additional year unless, not
later than 90 days prior to each such date, the Company or the Executive shall
have given notice not to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term, the Term shall expire no
earlier than 36 months beyond the month in which such Change in Control
occurred.
{PAGE}
3. Company's Covenants Summarized. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the
other payments and benefits described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the Term, the Executive will remain in the employ of the Company
until the earliest of (i) a date which is six months from the date of such
Potential Change of Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination
by the Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during any
period that the Executive fails to perform the Executive's full-time duties with
the Company as a result of incapacity due to physical or mental illness, the
Company shall pay the Executive's full salary to the Executive at the rate in
effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
166567
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland – TEXT}
{PAGE}
EXHIBIT 10.24
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
_____________
"Temple-Inland" – IN CONTROL AGREEMENT
THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland" ), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the
_____________
Temple-Inland – the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and
WHEREAS, the Board
_____________
Temple-Inland – uncertainty and questions which it may raise among
management, may result in the departure or distraction of management personnel
to the detriment of Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and
_____________
Temple-Inland – circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Temple-Inland and the Executive hereby agree as
follows:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the
_____________
dt 93493
;
J. Bradley Johnston;
| Temple Inland Inc
|
| Preview
Subscribers | 2004 |
Change in Control Agreement
Change in Control Agreement (66K)
Doc #397407: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the
"Effective Date"), is made by and between Temple-Inland
Inc., a Delaware corporation ("Temple-Inland"), and Doyle
R. Simons (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued employment of key management personnel; and
WHEREAS, the Board recognizes that, as is the
case with many publicly held corporations, the
possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that
appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of
members of the Company's management, including the
Executive, to their assigned duties without distraction
in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, Temple-Inland
and the Executive hereby agree as follows:
1. Defined Terms. The definitions of
capitalized terms used in this Agreement are provided in
the last Section hereof.
2. Term of Agreement. The Term of this
Agreement shall commence on the Effective Date and shall
continue in effect through the second anniversary of the
Effective Date; provided, however, that commencing on the
first anniversary of the Effective Date, and on each
anniversary of the Effective Date thereafter, the Term
shall automatically be extended for one additional year
unless, not later than 90 days prior to each such date,
the Company or the Executive shall have given notice not
to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term,
the Term shall expire no earlier than 36 months beyond
the month in which such Change in Control occurred.
2
3. Company's Covenants Summarized. In order to
induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants
set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the
Severance Payments and the other payments and benefits
described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this
Agreement unless there shall have been (or, under the
terms of the second sentence of Section 6.1 hereof, there
shall be deemed to have been) a termination of the
Executive's employment with the Company following a
Change in Control and during the Term. This Agreement
shall not be construed as creating an express or implied
contract of employment and, except as otherwise agreed in
writing between the Executive and the Company, the
Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive
agrees that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control
during the Term, the Executive will remain in the employ
of the Company until the earliest of (i) a date which is
six months from the date of such Potential Change of
Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's
employment for Good Reason or by reason of death,
Disability or Retirement, or (iv) the termination by the
Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the
Term, during any period that the Executive fails to
perform the Executive's full-time duties with the Company
as a result of incapacity due to physical or mental
illness, the Company shall pay the Executive's full
salary to the Executive at the rate in effect at the
commencement of any such period, together with all
compensation and benefits payable to the Executive under
the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period
(other than any disability plan), until the Executive's
employment is terminated by the Company for Disability.
5.2 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date
of Termination at the highest rate in effect during the
three-year period ending immediately prior to the Date of
3
Termination together with all compensation and benefits
payable to the Executive through the Date of Termination
under the terms of the Company's compensation and benefit
plans, programs or arrangements as in effect immediately
prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the
first occurrence of an event or circumstance constituting
Good Reason.
5.3 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination
compensation and benefits as such payments become due.
Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements as in effect
immediately prior to the Date of Termination or, if more
favorable to the Executive, as in effect immediately
prior to the occurrence of the first event or
circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated
following a Change in Control and within two (2) years
after a Change in Control, other than (A) by the Company
for Cause, (B) by reason of death or Disability, or (C)
by the Executive without Good Reason, then the Company
shall pay the Executive the amounts, and provide the
Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to
any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to
have been terminated following a Change in Control by the
Company without Cause or by the Executive with Good
Reason, if (i) the Executive's employment is terminated
by the Company without Cause prior to a Change in Control
(whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person
who has entered into an agreement with the Company the
consummation of which would constitute a Change in
Control, or (ii) the Executive terminates his employment
for Good Reason prior to a Change in Control (whether or
not a Change in Control ever occurs) and the circumstance
or event which constitutes Good Reason occurs at the
request or direction of such Person. For purposes of any
determination regarding the applicability of the
397407
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland
Inc – SEQUENCE}2
{FILENAME}tinex10-1cicdrs.txt
{DESCRIPTION}CHANGE IN CONTROL - SIMONS
{TEXT}
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the
"Effective Date"), is made by and between Temple-Inland
Inc ., a Delaware corporation ("Temple-Inland"), and Doyle
R. Simons (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued employment
_____________
Temple-Inland Inc – either party may have furnished to the other in writing
in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
1300 S. MoPac Expressway
Austin, Texas 78746
Attention: J. Bradley Johnston
11. Miscellaneous. No provision of this
Agreement may be modified, waived or discharged unless
such waiver, modification or
_____________
Temple-Inland Inc – of the Code.
(D) "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Exchange Act.
17
(E) "Board" shall mean the Board of
Directors of Temple-Inland Inc .
(F) "Cause" for termination by the
Company of the Executive's employment shall mean (i) the
willful and continued failure by the Executive to
substantially perform the Executive's
_____________
Temple-Inland Inc – or series of
transactions.
(H) "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(I) "Company" shall mean, unless the
context clearly requires otherwise, Temple-Inland Inc ., a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
20
purposes of Sections 15(G) and 15(U) hereof, Company
shall
_____________
Temple-Inland Inc – a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
20
purposes of Sections 15(G) and 15(U) hereof, Company
shall mean Temple-Inland Inc ., except that in determining
under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, Company shall
include any successor to Temple-Inland
_____________
dt 1415987
| |
| Preview
Subscribers | 2004 |
Change in Control Agreement
Change in Control Agreement (65K)
Doc #397408: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the "Effective
Date"), is made by and between Temple-Inland Inc., a
Delaware corporation ("Temple-Inland"), and J. Patrick
Maley, III (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued employment of key management personnel; and
WHEREAS, the Board recognizes that, as is the
case with many publicly held corporations, the
possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that
appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of
members of the Company's management, including the
Executive, to their assigned duties without distraction
in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, Temple-Inland
and the Executive hereby agree as follows:
1. Defined Terms. The definitions of
capitalized terms used in this Agreement are provided in
the last Section hereof.
2. Term of Agreement. The Term of this
Agreement shall commence on the Effective Date and shall
continue in effect through the second anniversary of the
Effective Date; provided, however, that commencing on the
first anniversary of the Effective Date, and on each
anniversary of the Effective Date thereafter, the Term
shall automatically be extended for one additional year
unless, not later than 90 days prior to each such date,
the Company or the Executive shall have given notice not
to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term,
the Term shall expire no earlier than 36 months beyond
the month in which such Change in Control occurred.
2
3. Company's Covenants Summarized. In order to
induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants
set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the
Severance Payments and the other payments and benefits
described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this
Agreement unless there shall have been (or, under the
terms of the second sentence of Section 6.1 hereof, there
shall be deemed to have been) a termination of the
Executive's employment with the Company following a
Change in Control and during the Term. This Agreement
shall not be construed as creating an express or implied
contract of employment and, except as otherwise agreed in
writing between the Executive and the Company, the
Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive
agrees that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control
during the Term, the Executive will remain in the employ
of the Company until the earliest of (i) a date which is
six months from the date of such Potential Change of
Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's
employment for Good Reason or by reason of death,
Disability or Retirement, or (iv) the termination by the
Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the
Term, during any period that the Executive fails to
perform the Executive's full-time duties with the Company
as a result of incapacity due to physical or mental
illness, the Company shall pay the Executive's full
salary to the Executive at the rate in effect at the
commencement of any such period, together with all
compensation and benefits payable to the Executive under
the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period
(other than any disability plan), until the Executive's
employment is terminated by the Company for Disability.
5.2 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date
of Termination at the highest rate in effect during the
three-year period ending immediately prior to the Date of
3
Termination together with all compensation and benefits
payable to the Executive through the Date of Termination
under the terms of the Company's compensation and benefit
plans, programs or arrangements as in effect immediately
prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the
first occurrence of an event or circumstance constituting
Good Reason.
5.3 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination
compensation and benefits as such payments become due.
Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements as in effect
immediately prior to the Date of Termination or, if more
favorable to the Executive, as in effect immediately
prior to the occurrence of the first event or
circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated
following a Change in Control and within two (2) years
after a Change in Control, other than (A) by the Company
for Cause, (B) by reason of death or Disability, or (C)
by the Executive without Good Reason, then the Company
shall pay the Executive the amounts, and provide the
Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to
any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to
have been terminated following a Change in Control by the
Company without Cause or by the Executive with Good
Reason, if (i) the Executive's employment is terminated
by the Company without Cause prior to a Change in Control
(whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person
who has entered into an agreement with the Company the
consummation of which would constitute a Change in
Control, or (ii) the Executive terminates his employment
for Good Reason prior to a Change in Control (whether or
not a Change in Control ever occurs) and the circumstance
or event which constitutes Good Reason occurs at the
request or direction of such Person. For purposes of any
determination regarding the applicability of the
397408
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – SEQUENCE}3
{FILENAME}tinex10-2cicjpm.txt
{DESCRIPTION}CHANGE IN CONTROL - MALEY
{TEXT}
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the "Effective
Date"), is made by and between Temple-Inland Inc ., a
Delaware corporation ("Temple-Inland"), and J. Patrick
Maley, III (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued
_____________
Temple-Inland Inc – either party may have furnished to the other in writing
in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
1300 S. MoPac Expressway
Austin, Texas 78746
Attention: J. Bradley Johnston
11. Miscellaneous. No provision of this
Agreement may be modified, waived or discharged unless
such waiver, modification or
_____________
Temple-Inland Inc – of the Code.
(D) "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Exchange Act.
17
(E) "Board" shall mean the Board of
Directors of Temple-Inland Inc .
(F) "Cause" for termination by the
Company of the Executive's employment shall mean (i) the
willful and continued failure by the Executive to
substantially perform the Executive's
_____________
Temple-Inland Inc – or series of
transactions.
(H) "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(I) "Company" shall mean, unless the
context clearly requires otherwise, Temple-Inland Inc ., a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
purposes of Sections 15(G) and 15(U) hereof, Company
shall mean
_____________
Temple-Inland Inc – Inc., a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
purposes of Sections 15(G) and 15(U) hereof, Company
shall mean Temple-Inland Inc ., except that in determining
under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, Company shall
include any successor to Temple-Inland
_____________
dt 1415988
| |
| Preview
Subscribers | 2004 |
Change in Control Agreement
Change in Control Agreement (66K)
Doc #397409: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the
"Effective Date"), is made by and between Temple-Inland
Inc., a Delaware corporation ("Temple-Inland"), and J.
Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued employment of key management personnel; and
WHEREAS, the Board recognizes that, as is the
case with many publicly held corporations, the
possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that
appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of
members of the Company's management, including the
Executive, to their assigned duties without distraction
in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises
and the mutual covenants herein contained, Temple-Inland
and the Executive hereby agree as follows:
1. Defined Terms. The definitions of
capitalized terms used in this Agreement are provided in
the last Section hereof.
2. Term of Agreement. The Term of this
Agreement shall commence on the Effective Date and shall
continue in effect through the second anniversary of the
Effective Date; provided, however, that commencing on the
first anniversary of the Effective Date, and on each
anniversary of the Effective Date thereafter, the Term
shall automatically be extended for one additional year
unless, not later than 90 days prior to each such date,
the Company or the Executive shall have given notice not
to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term,
the Term shall expire no earlier than 36 months beyond
the month in which such Change in Control occurred.
2
3. Company's Covenants Summarized. In order to
induce the Executive to remain in the employ of the
Company and in consideration of the Executive's covenants
set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the
Severance Payments and the other payments and benefits
described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this
Agreement unless there shall have been (or, under the
terms of the second sentence of Section 6.1 hereof, there
shall be deemed to have been) a termination of the
Executive's employment with the Company following a
Change in Control and during the Term. This Agreement
shall not be construed as creating an express or implied
contract of employment and, except as otherwise agreed in
writing between the Executive and the Company, the
Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive
agrees that, subject to the terms and conditions of this
Agreement, in the event of a Potential Change in Control
during the Term, the Executive will remain in the employ
of the Company until the earliest of (i) a date which is
six months from the date of such Potential Change of
Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's
employment for Good Reason or by reason of death,
Disability or Retirement, or (iv) the termination by the
Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the
Term, during any period that the Executive fails to
perform the Executive's full-time duties with the Company
as a result of incapacity due to physical or mental
illness, the Company shall pay the Executive's full
salary to the Executive at the rate in effect at the
commencement of any such period, together with all
compensation and benefits payable to the Executive under
the terms of any compensation or benefit plan, program or
arrangement maintained by the Company during such period
(other than any disability plan), until the Executive's
employment is terminated by the Company for Disability.
5.2 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date
of Termination at the highest rate in effect during the
three-year period ending immediately prior to the Date of
3
Termination together with all compensation and benefits
payable to the Executive through the Date of Termination
under the terms of the Company's compensation and benefit
plans, programs or arrangements as in effect immediately
prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the
first occurrence of an event or circumstance constituting
Good Reason.
5.3 If the Executive's employment shall be
terminated for any reason following a Change in Control
and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination
compensation and benefits as such payments become due.
Such post-termination compensation and benefits shall be
determined under, and paid in accordance with, the
Company's retirement, insurance and other compensation or
benefit plans, programs and arrangements as in effect
immediately prior to the Date of Termination or, if more
favorable to the Executive, as in effect immediately
prior to the occurrence of the first event or
circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated
following a Change in Control and within two (2) years
after a Change in Control, other than (A) by the Company
for Cause, (B) by reason of death or Disability, or (C)
by the Executive without Good Reason, then the Company
shall pay the Executive the amounts, and provide the
Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to
any payments and benefits to which the Executive is
entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to
have been terminated following a Change in Control by the
Company without Cause or by the Executive with Good
Reason, if (i) the Executive's employment is terminated
by the Company without Cause prior to a Change in Control
(whether or not a Change in Control ever occurs) and such
termination was at the request or direction of a Person
who has entered into an agreement with the Company the
consummation of which would constitute a Change in
Control, or (ii) the Executive terminates his employment
for Good Reason prior to a Change in Control (whether or
not a Change in Control ever occurs) and the circumstance
or event which constitutes Good Reason occurs at the
request or direction of such Person. For purposes of any
determination regarding the applicability of the
397409
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland
Inc – SEQUENCE}4
{FILENAME}tinex10-3cicjbj.txt
{DESCRIPTION}CHANGE IN CONTROL - JOHNSTON
{TEXT}
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated May 7, 2004 (the
"Effective Date"), is made by and between Temple-Inland
Inc ., a Delaware corporation ("Temple-Inland"), and J.
Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to
the best interests of its stockholders to foster the
continued employment
_____________
Temple-Inland Inc – either party may have furnished to the other in writing
in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
1300 S. MoPac Expressway
Austin, Texas 78746
Attention: J. Bradley Johnston
11. Miscellaneous. No provision of this
Agreement may be modified, waived or discharged unless
such waiver, modification or
_____________
Temple-Inland Inc – of the Code.
(D) "Beneficial Owner" shall have the
meaning set forth in Rule 13d-3 under the Exchange Act.
17
(E) "Board" shall mean the Board of
Directors of Temple-Inland Inc .
(F) "Cause" for termination by the
Company of the Executive's employment shall mean (i) the
willful and continued failure by the Executive to
substantially perform the Executive's
_____________
Temple-Inland Inc – or series of
transactions.
(H) "Code" shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(I) "Company" shall mean, unless the
context clearly requires otherwise, Temple-Inland Inc ., a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
20
purposes of Sections 15(G) and 15(U) hereof, Company
shall
_____________
Temple-Inland Inc – a
Delaware corporation, and any of its Affiliates that
actually employ the Executive; provided, that (I) for
20
purposes of Sections 15(G) and 15(U) hereof, Company
shall mean Temple-Inland Inc ., except that in determining
under Section 15(G) hereof whether or not any Change in
Control of the Company has occurred, Company shall
include any successor to Temple-Inland
_____________
dt 1415989
| |
| Preview
Subscribers | 2003 |
Change in Control Agreement
Change in Control Agreement (59K)
Doc #397441: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and
WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Temple-Inland and the Executive hereby agree as
follows:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue in effect through the second anniversary of
the Effective Date; provided, however, that commencing on the first anniversary
of the Effective Date, and on each anniversary of the Effective Date thereafter,
the Term shall automatically be extended for one additional year unless, not
later than 90 days prior to each such date, the Company or the Executive shall
have given notice not to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term, the Term shall expire no
earlier than 36 months beyond the month in which such Change in Control
occurred.
{PAGE}
3. Company's Covenants Summarized. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the
other payments and benefits described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the Term, the Executive will remain in the employ of the Company
until the earliest of (i) a date which is six months from the date of such
Potential Change of Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination
by the Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during any
period that the Executive fails to perform the Executive's full-time duties with
the Company as a result of incapacity due to physical or mental illness, the
Company shall pay the Executive's full salary to the Executive at the rate in
effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
2
{PAGE}
5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date of Termination at the
highest rate in effect during the three-year period ending immediately prior to
the Date of Termination together with all compensation and benefits payable to
the Executive through the Date of Termination under the terms of the Company's
compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason.
5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination compensation and benefits as
such payments become due. Such post-termination compensation and benefits shall
be determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs and arrangements as
in effect immediately prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the occurrence of the first
event or circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated following a Change in
Control and within two (2) years after a Change in Control, other than (A) by
the Company for Cause, (B) by reason of death or Disability, or (C) by the
Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company
without Cause prior to a Change in Control (whether or not a Change in Control
ever occurs) and such termination was at the request or direction of a Person
who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control, or (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of such Person. For purposes of any
determination regarding the applicability of the immediately preceding sentence,
397441
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – d03741exv10w24.txt
{DESCRIPTION}CHANGE IN CONTROL AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.24
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated November 1, 2002 (the "Effective Date"), is made
by and between Temple-Inland Inc ., a Delaware corporation ("Temple-Inland"), and
J. Bradley Johnston (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment
_____________
Temple-Inland Inc – Executive's employment shall be presumed to be other than for
Cause unless the Notice of Termination includes a copy of an instrument executed
by the Chief Executive Officer of Temple-Inland Inc . (after reasonable notice to
the Executive and an opportunity for the Executive, together with the
Executive's counsel, to be heard before the Chief Executive Officer) finding
that, in
_____________
Temple-Inland Inc – may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:
14
{PAGE}
To the Company:
Temple-Inland Inc .
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or
_____________
Temple-Inland
Inc – 3) of the Code.
(D) "Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act.
(E) "Board" shall mean the Board of Directors of Temple-Inland
Inc .
16
{PAGE}
(F) "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the
_____________
Temple-Inland Inc – or series of transactions.
(H) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(I) "Company" shall mean, unless the context clearly requires
otherwise, Temple-Inland Inc ., a Delaware corporation, and any of its Affiliates
that actually employ the Executive; provided, that (I) for purposes of Sections
15(G) and 15(U) hereof, Company shall mean
_____________
dt 1415995
| |
| Preview
Subscribers | 2001 |
Change in Control Agreement
Change in Control Agreement (61K)
Doc #397507: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"),
is made by and between Temple-Inland Inc., a Delaware corporation
("Temple-Inland"), and Kenneth M. Jastrow, II (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best
interests of its stockholders to foster the continued employment of key
management personnel; and
WHEREAS, the Board recognizes that, as is the case with many
publicly held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Temple-Inland and the Executive hereby agree
as follows:
1. Defined Terms. The definitions of capitalized terms used in
this Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall
commence on the Effective Date and shall continue in effect through the second
anniversary of the Effective Date; provided, however, that commencing on the
first anniversary of the Effective Date, and on each anniversary of the
Effective Date thereafter, the Term shall automatically be extended for one
additional year unless, not later than 90 days prior to each such date, the
Company or the Executive shall have given notice not to extend the Term; and
provided, further, that if a Change in Control shall have occurred during the
Term, the Term shall expire no earlier than 36 months beyond the month in which
such Change in Control occurred.
{PAGE} 2
3. Company's Covenants Summarized. In order to induce the
Executive to remain in the employ of the Company and in consideration of the
Executive's covenants set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the Severance Payments and
the other payments and benefits described herein. Except as provided in Section
9.1 hereof, no Severance Payments shall be payable under this Agreement unless
there shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that,
subject to the terms and conditions of this Agreement, in the event of a
Potential Change in Control during the Term, the Executive will remain in the
employ of the Company until the earliest of (i) a date which is six months from
the date of such Potential Change of Control, (ii) the date of a Change in
Control, (iii) the date of termination by the Executive of the Executive's
employment for Good Reason or by reason of death, Disability or Retirement, or
(iv) the termination by the Company of the Executive's employment for any
reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during
any period that the Executive fails to perform the Executive's full-time duties
with the Company as a result of incapacity due to physical or mental illness,
the Company shall pay the Executive's full salary to the Executive at the rate
in effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
5.2 If the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the Company shall pay
the Executive's full salary to the Executive through the Date of Termination at
the highest rate in effect during the three-year period ending immediately prior
2
{PAGE} 3
to the Date of Termination together with all compensation and benefits payable
to the Executive through the Date of Termination under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason.
5.3 If the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the Company shall pay
to the Executive the Executive's normal post-termination compensation and
benefits as such payments become due. Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company's
retirement, insurance and other compensation or benefit plans, programs and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the first event or circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated following a
Change in Control and within two (2) years after a Change in Control, other than
(A) by the Company for Cause, (B) by reason of death or Disability, or (C) by
the Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company
without Cause prior to a Change in Control (whether or not a Change in Control
ever occurs) and such termination was at the request or direction of a Person
who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control, or (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of such Person. For purposes of any
determination regarding the applicability of the immediately preceding sentence,
397507
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – CONTROL AGREEMENT-KENNETH M. JASTROW II
{TEXT}
{PAGE} 1
EXHIBIT 10.22
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"),
is made by and between Temple-Inland Inc ., a Delaware corporation
("Temple-Inland"), and Kenneth M. Jastrow, II (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best
interests of its stockholders to foster the continued
_____________
Temple-Inland Inc – either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
11. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
_____________
Temple-Inland Inc – Code.
(D) "Beneficial Owner" shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
16
{PAGE} 17
(E) "Board" shall mean the Board of Directors of
Temple-Inland Inc .
(F) "Cause" for termination by the Company of the
Executive's employment shall mean (i) the willful and continued failure by the
Executive to substantially perform the Executive's
_____________
Temple-Inland Inc – or series of transactions.
(H) "Code" shall mean the Internal Revenue Code of
1986, as amended from time to time.
(I) "Company" shall mean, unless the context clearly
requires otherwise, Temple-Inland Inc ., a Delaware corporation, and any of its
Affiliates that actually employ the Executive; provided, that (I) for purposes
of Sections 15(G) and 15(U) hereof, Company shall mean
_____________
Temple-Inland Inc – Inc., a Delaware corporation, and any of its
Affiliates that actually employ the Executive; provided, that (I) for purposes
of Sections 15(G) and 15(U) hereof, Company shall mean Temple-Inland Inc .,
19
{PAGE} 20
except that in determining under Section 15(G) hereof whether or not any Change
in Control of the Company has occurred, Company shall include any successor
_____________
dt 1416017
| |
| Preview
Subscribers | 2001 |
Change in Control Agreement
Change in Control Agreement (59K)
Doc #397508: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
William B. Howes (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and
WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Temple-Inland and the Executive hereby agree as
follows:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue in effect through the second anniversary of
the Effective Date; provided, however, that commencing on the first anniversary
of the Effective Date, and on each anniversary of the Effective Date thereafter,
the Term shall automatically be extended for one additional year unless, not
later than 90 days prior to each such date, the Company or the Executive shall
have given notice not to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term, the Term shall expire no
earlier than 36 months beyond the month in which such Change in Control
occurred.
{PAGE} 2
3. Company's Covenants Summarized. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the
other payments and benefits described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that, subject to the
terms and conditions of this Agreement, in the event of a Potential Change in
Control during the Term, the Executive will remain in the employ of the Company
until the earliest of (i) a date which is six months from the date of such
Potential Change of Control, (ii) the date of a Change in Control, (iii) the
date of termination by the Executive of the Executive's employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination
by the Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during any
period that the Executive fails to perform the Executive's full-time duties with
the Company as a result of incapacity due to physical or mental illness, the
Company shall pay the Executive's full salary to the Executive at the rate in
effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date of Termination at the
highest rate in effect during the three-year period ending immediately prior
2
{PAGE} 3
to the Date of Termination together with all compensation and benefits payable
to the Executive through the Date of Termination under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason.
5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination compensation and benefits as
such payments become due. Such post-termination compensation and benefits shall
be determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs and arrangements as
in effect immediately prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the occurrence of the first
event or circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated following a Change in
Control and within two (2) years after a Change in Control, other than (A) by
the Company for Cause, (B) by reason of death or Disability, or (C) by the
Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company
without Cause prior to a Change in Control (whether or not a Change in Control
ever occurs) and such termination was at the request or direction of a Person
who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control, or (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of such Person. For purposes of any
determination regarding the applicability of the immediately preceding sentence,
397508
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – IN CONTROL AGREEMENT-WILLIAM B. HOWES
{TEXT}
{PAGE} 1
EXHIBIT 10.23
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made
by and between Temple-Inland Inc ., a Delaware corporation ("Temple-Inland"), and
William B. Howes (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment
_____________
Temple-Inland Inc – either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or
_____________
Temple-Inland
Inc – Code.
(D) "Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act.
16
{PAGE} 17
(E) "Board" shall mean the Board of Directors of Temple-Inland
Inc .
(F) "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's
_____________
Temple-Inland Inc – or series of transactions.
(H) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(I) "Company" shall mean, unless the context clearly requires
otherwise, Temple-Inland Inc ., a Delaware corporation, and any of its Affiliates
that actually employ the Executive; provided, that (I) for purposes of Sections
15(G) and 15(U) hereof, Company shall mean
_____________
Temple-Inland Inc – Inc., a Delaware corporation, and any of its Affiliates
that actually employ the Executive; provided, that (I) for purposes of Sections
15(G) and 15(U) hereof, Company shall mean Temple-Inland Inc ., except that in
determining under Section 15(G) hereof whether or not any Change in Control of
the Company has occurred, Company shall include any successor to Temple-Inland
_____________
dt 1416018
| |
| Preview
Subscribers | 2001 |
Change in Control Agreement
Change in Control Agreement (59K)
Doc #397509: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made
by and between Temple-Inland Inc., a Delaware corporation ("Temple-Inland"), and
Harold C. Maxwell (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment of key management personnel;
and
WHEREAS, the Board recognizes that, as is the case with many publicly
held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of
members of the Company's management, including the Executive, to their assigned
duties without distraction in the face of potentially disturbing circumstances
arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, Temple-Inland and the Executive hereby agree as
follows:
1. Defined Terms. The definitions of capitalized terms used in this
Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall commence on the
Effective Date and shall continue in effect through the second anniversary of
the Effective Date; provided, however, that commencing on the first anniversary
of the Effective Date, and on each anniversary of the Effective Date thereafter,
the Term shall automatically be extended for one additional year unless, not
later than 90 days prior to each such date, the Company or the Executive shall
have given notice not to extend the Term; and provided, further, that if a
Change in Control shall have occurred during the Term, the Term shall expire no
earlier than 36 months beyond the month in which such Change in Control
occurred.
{PAGE} 2
3. Company's Covenants Summarized. In order to induce the Executive to
remain in the employ of the Company and in consideration of the Executive's
covenants set forth in Section 4 hereof, the Company agrees, under the
conditions described herein, to pay the Executive the Severance Payments and the
other payments and benefits described herein. Except as provided in Section 9.1
hereof, no Severance Payments shall be payable under this Agreement unless there
shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that, subject to
the terms and conditions of this Agreement, in the event of a Potential Change
in Control during the Term, the Executive will remain in the employ of the
Company until the earliest of (i) a date which is six months from the date of
such Potential Change of Control, (ii) the date of a Change in Control, (iii)
the date of termination by the Executive of the Executive's employment for Good
Reason or by reason of death, Disability or Retirement, or (iv) the termination
by the Company of the Executive's employment for any reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during any
period that the Executive fails to perform the Executive's full-time duties with
the Company as a result of incapacity due to physical or mental illness, the
Company shall pay the Executive's full salary to the Executive at the rate in
effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
5.2 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay the
Executive's full salary to the Executive through the Date of Termination at the
highest rate in effect during the three-year period ending immediately prior
2
{PAGE} 3
to the Date of Termination together with all compensation and benefits payable
to the Executive through the Date of Termination under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason.
5.3 If the Executive's employment shall be terminated for any reason
following a Change in Control and during the Term, the Company shall pay to the
Executive the Executive's normal post-termination compensation and benefits as
such payments become due. Such post-termination compensation and benefits shall
be determined under, and paid in accordance with, the Company's retirement,
insurance and other compensation or benefit plans, programs and arrangements as
in effect immediately prior to the Date of Termination or, if more favorable to
the Executive, as in effect immediately prior to the occurrence of the first
event or circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated following a Change in
Control and within two (2) years after a Change in Control, other than (A) by
the Company for Cause, (B) by reason of death or Disability, or (C) by the
Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company
without Cause prior to a Change in Control (whether or not a Change in Control
ever occurs) and such termination was at the request or direction of a Person
who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control, or (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of such Person. For purposes of any
determination regarding the applicability of the immediately preceding sentence,
397509
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – IN CONTROL AGREEMENT-HAROLD C. MAXWELL
{TEXT}
{PAGE} 1
EXHIBIT 10.24
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"), is made
by and between Temple-Inland Inc ., a Delaware corporation ("Temple-Inland"), and
Harold C. Maxwell (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best interests of
its stockholders to foster the continued employment
_____________
Temple-Inland Inc – either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
11. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or
_____________
Temple-Inland
Inc – Code.
(D) "Beneficial Owner" shall have the meaning set forth in Rule
13d-3 under the Exchange Act.
16
{PAGE} 17
(E) "Board" shall mean the Board of Directors of Temple-Inland
Inc .
(F) "Cause" for termination by the Company of the Executive's
employment shall mean (i) the willful and continued failure by the Executive to
substantially perform the Executive's
_____________
Temple-Inland Inc – or series of transactions.
(H) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.
(I) "Company" shall mean, unless the context clearly requires
otherwise, Temple-Inland Inc ., a Delaware corporation, and any of its Affiliates
that actually employ the Executive; provided, that (I) for purposes of Sections
15(G) and 15(U) hereof, Company shall mean
_____________
Temple-Inland Inc – Inc., a Delaware corporation, and any of its Affiliates
that actually employ the Executive; provided, that (I) for purposes of Sections
15(G) and 15(U) hereof, Company shall mean Temple-Inland Inc .,
19
{PAGE} 20
except that in determining under Section 15(G) hereof whether or not any Change
in Control of the Company has occurred, Company shall include any successor
_____________
dt 1416019
| |
| Preview
Subscribers | 2001 |
Change in Control Agreement
Change in Control Agreement (60K)
Doc #397510: Click preview link for longer preview.
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"),
is made by and between Temple-Inland Inc., a Delaware corporation
("Temple-Inland"), and Bart J. Doney (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best
interests of its stockholders to foster the continued employment of key
management personnel; and
WHEREAS, the Board recognizes that, as is the case with many
publicly held corporations, the possibility of a Change in Control exists 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 Temple-Inland and its stockholders; and
WHEREAS, the Board has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company's management, including the Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a Change in Control;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, Temple-Inland and the Executive hereby agree
as follows:
1. Defined Terms. The definitions of capitalized terms used in
this Agreement are provided in the last Section hereof.
2. Term of Agreement. The Term of this Agreement shall
commence on the Effective Date and shall continue in effect through the second
anniversary of the Effective Date; provided, however, that commencing on the
first anniversary of the Effective Date, and on each anniversary of the
Effective Date thereafter, the Term shall automatically be extended for one
additional year unless, not later than 90 days prior to each such date, the
Company or the Executive shall have given notice not to extend the Term; and
provided, further, that if a Change in Control shall have occurred during the
Term, the Term shall expire no earlier than 36 months beyond the month in which
such Change in Control occurred.
{PAGE} 2
3. Company's Covenants Summarized. In order to induce the
Executive to remain in the employ of the Company and in consideration of the
Executive's covenants set forth in Section 4 hereof, the Company agrees, under
the conditions described herein, to pay the Executive the Severance Payments and
the other payments and benefits described herein. Except as provided in Section
9.1 hereof, no Severance Payments shall be payable under this Agreement unless
there shall have been (or, under the terms of the second sentence of Section 6.1
hereof, there shall be deemed to have been) a termination of the Executive's
employment with the Company following a Change in Control and during the Term.
This Agreement shall not be construed as creating an express or implied contract
of employment and, except as otherwise agreed in writing between the Executive
and the Company, the Executive shall not have any right to be retained in the
employ of the Company.
4. The Executive's Covenants. The Executive agrees that,
subject to the terms and conditions of this Agreement, in the event of a
Potential Change in Control during the Term, the Executive will remain in the
employ of the Company until the earliest of (i) a date which is six months from
the date of such Potential Change of Control, (ii) the date of a Change in
Control, (iii) the date of termination by the Executive of the Executive's
employment for Good Reason or by reason of death, Disability or Retirement, or
(iv) the termination by the Company of the Executive's employment for any
reason.
5. Compensation Other Than Severance Payments.
5.1 Following a Change in Control and during the Term, during
any period that the Executive fails to perform the Executive's full-time duties
with the Company as a result of incapacity due to physical or mental illness,
the Company shall pay the Executive's full salary to the Executive at the rate
in effect at the commencement of any such period, together with all compensation
and benefits payable to the Executive under the terms of any compensation or
benefit plan, program or arrangement maintained by the Company during such
period (other than any disability plan), until the Executive's employment is
terminated by the Company for Disability.
5.2 If the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the Company shall pay
the Executive's full salary to the Executive through the Date of Termination at
the highest rate in effect during the three-year period ending immediately prior
2
{PAGE} 3
to the Date of Termination together with all compensation and benefits payable
to the Executive through the Date of Termination under the terms of the
Company's compensation and benefit plans, programs or arrangements as in effect
immediately prior to the Date of Termination or, if more favorable to the
Executive, as in effect immediately prior to the first occurrence of an event or
circumstance constituting Good Reason.
5.3 If the Executive's employment shall be terminated for any
reason following a Change in Control and during the Term, the Company shall pay
to the Executive the Executive's normal post-termination compensation and
benefits as such payments become due. Such post-termination compensation and
benefits shall be determined under, and paid in accordance with, the Company's
retirement, insurance and other compensation or benefit plans, programs and
arrangements as in effect immediately prior to the Date of Termination or, if
more favorable to the Executive, as in effect immediately prior to the
occurrence of the first event or circumstance constituting Good Reason.
6. Severance Payments.
6.1 If the Executive's employment is terminated following a
Change in Control and within two (2) years after a Change in Control, other than
(A) by the Company for Cause, (B) by reason of death or Disability, or (C) by
the Executive without Good Reason, then the Company shall pay the Executive the
amounts, and provide the Executive the benefits, described in this Section 6.1
("Severance Payments") and Section 6.2, in addition to any payments and benefits
to which the Executive is entitled under Section 5 hereof. For purposes of this
Agreement, the Executive's employment shall be deemed to have been terminated
following a Change in Control by the Company without Cause or by the Executive
with Good Reason, if (i) the Executive's employment is terminated by the Company
without Cause prior to a Change in Control (whether or not a Change in Control
ever occurs) and such termination was at the request or direction of a Person
who has entered into an agreement with the Company the consummation of which
would constitute a Change in Control, or (ii) the Executive terminates his
employment for Good Reason prior to a Change in Control (whether or not a Change
in Control ever occurs) and the circumstance or event which constitutes Good
Reason occurs at the request or direction of such Person. For purposes of any
determination regarding the applicability of the immediately preceding sentence,
397510
|
Temple-Inland
As referenced in this Change in Control Agreement:
Temple-Inland Inc – IN CONTROL AGREEMENT-BART J. DONEY
{TEXT}
{PAGE} 1
EXHIBIT 10.25
CHANGE IN CONTROL AGREEMENT
THIS AGREEMENT, dated October 2, 2000 (the "Effective Date"),
is made by and between Temple-Inland Inc ., a Delaware corporation
("Temple-Inland"), and Bart J. Doney (the "Executive").
WHEREAS, Temple-Inland considers it essential to the best
interests of its stockholders to foster the continued employment
_____________
Temple-Inland Inc – either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon actual receipt:
To the Company:
Temple-Inland Inc .
303 South Temple Drive
Diboll, Texas 75941
Attention: M. Richard Warner
11. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or
_____________
Temple-Inland Inc – Code.
(D) "Beneficial Owner" shall have the me |