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Subscribers | 2003 |
Change of Control Agreement [Form]
Change of Control Agreement [Form] (40K)
Doc #119281: Click preview link for longer preview.
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and ______________ (the "Employee"), dated
November 19, 2002.
The Board of Directors of the Company (the "Board"), on the advice of its
Organization and Compensation Committee, has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee as ____________________________ of
the Company, notwithstanding the possibility, threat, or occurrence of a Change
of Control (as defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the Employee by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control, to encourage the Employee's full attention and dedication to the
Company currently and in the event of any threatened or pending Change of
Control, and to provide the Employee with compensation arrangements upon a
Change of Control which provide the Employee with individual financial security
and which are competitive with those of other corporations and, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement. This Agreement shall generally become effective on the Effective
Date, provided that the covenants contained in Section 10 of this Agreement
shall be effective immediately upon execution of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The "Effective Date" shall be the first date during the "Change of
Control Period" (as defined in Section 1(b)) on which a Change of Control
occurs. Anything in this Agreement to the contrary notwithstanding, if the
Employee's employment with the Company is terminated prior to the date on which
a Change of Control occurs, and it is reasonably demonstrated that such
termination (1) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (2) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes of
this Agreement the "Effective Date" shall mean the date immediately prior to the
date of such termination.
(b) The "Change of Control Period" is the period commencing on the date
hereof and ending on the earlier to occur of (i) the third anniversary of such
date or (ii) the first day of the month next following the Employee's normal
retirement date ("Normal Retirement Date") under the Huttig Building Products,
Inc. Savings & Investment Plan, or any successor retirement plan (the
"Retirement Plan"); provided, however, that commencing on the date one year
after the date hereof, and on each annual anniversary of such date (such date
and each annual anniversary thereof is hereinafter referred to as the "Renewal
Date"), the Change of Control Period shall be automatically extended so as to
terminate on the earlier of (x) three years from such Renewal Date or (y) the
first day of the month coinciding with or next following the Employee's Normal
Retirement Date, unless at least 60 days prior to the Renewal Date the Company
shall give notice that the Change of Control Period shall not be so extended.
119281
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Huttig Building
As referenced in this Change of Control Agreement [Form]:
HUTTIG BUILDING PRODUCTS, –
{DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}7
{PAGE}
EXHIBIT 10.31
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a
HUTTIG BUILDING PRODUCTS, – EXHIBIT 10.31
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and ______________ (the "Employee"), dated
November 19, 2002.
Huttig Building Products, – the month next following the Employee's normal
retirement date ("Normal Retirement Date") under the Huttig Building Products,
Inc. Savings & Investment Plan, or any successor retirement plan (the
"Retirement Plan"); provided, however,
Huttig Building Products, – prepaid, addressed as follows:
If to the Employee:
___________________
___________________
___________________
If to the Company:
Huttig Building Products, Inc.
555 Maryville University Dr.
St. Louis, MO 63141
Attention: Secretary
or to such
HUTTIG BUILDING PRODUCTS, – behalf, all as of the
day and year first above written.
EMPLOYEE
________________________________________
[Print name]
HUTTIG BUILDING PRODUCTS, INC.
By:_____________________________________
Barry J. Kulpa
President and Chief Executive Officer
12
dt 28576
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Subscribers | 2001 |
Change of Control Agreement
Change of Control Agreement (15K)
Doc #372697: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
MEMORANDUM OF AGREEMENT made as of the 28th day of April 1998.
BETWEEN:
PRUDENTIAL STEEL LTD., a corporation incorporated under the
laws of Canada (hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
J. D. WILSON, an individual resident in the City of Calgary,
in the Province of Alberta (hereinafter referred to as the
"Executive")
OF THE SECOND PART
WHEREAS the Corporation recognizes the valuable service that the Executive has
provided and is continuing to provide to the Corporation and believes that it is
reasonable and fair that the Executive receive appropriate treatment in the
event of a Change of Control (as hereinafter defined);
AND WHEREAS the Corporation further recognizes that the Executive has acquired
special skills relating to his extensive familiarity with the business of the
Corporation;
AND WHEREAS in the event of a Change of Control, there is a possibility that the
employment of the Executive would be terminated without cause or adversely
modified and the Executive has expressed concern in that regard to the
Corporation;
AND WHEREAS the Executive has provided additional service to the Corporation and
the directors of the Corporation have undertaken consultation and received
advice on current industry practice with respect to contracts of this nature;
AND WHEREAS the directors of the Corporation have determined that it would be in
the best interests of the Corporation to induce the Executive to remain in the
employ of the Corporation by indicating that in the event of a Change of
Control, the Executive would have certain automatic and guaranteed rights;
AND WHEREAS the Corporation and the Executive wish formally to agree to the
terms and conditions which will govern the termination or modification of the
employment of the Executive in the event of a Change of Control;
NOW THEREFORE in consideration of the premises hereof and of the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, the parties hereby agree as follows:
ARTICLE 1
RECITALS
1.1 The parties agree, and represent and warrant to each other, that the above
recitals are true and accurate.
ARTICLE 2
INTERPRETATION
2.1 The headings of the Articles and Sections herein are inserted for
convenience of reference only and shall not affect the meaning or construction
hereof.
2.2 This Agreement shall be construed and interpreted in accordance with the
laws of the Province of Alberta and the federal laws of Canada applicable
therein. Each of the parties hereby irrevocably attorns to the jurisdiction of
the courts of the Province of Alberta with respect to any matters arising out of
this Agreement.
2.3 If any provision contained herein is determined to be void or unenforceable
in whole or in part, it shall not be deemed to affect or impair the validity of
any other provision herein and it shall be deemed to be severed from this
Agreement without affecting the enforceability or validity of the remaining
provisions of this Agreement. Each provision is deemed to be separate and
distinct and all provisions, Articles, Sections and paragraphs of this Agreement
are intended to be so severable.
2.4 For the purposes of this Agreement, the following terms shall have the
following meanings, respectively: (a) "Annual Salary" means the base annual
salary received by the Executive during the year in which the Change of Control
occurs plus the bonus that would be earned for such year based upon such annual
salary, provided that the bonus for such year shall be calculated assuming that
100% of the year's target for earnings per share for bonus purposes is achieved;
(b) "Change of Control" means: (i) the acceptance by the holders of shares of
the Corporation, representing in the aggregate more than thirty-five per cent
(35%) of all issued voting shares of the Corporation, of any offer, whether by
way of a take-over bid or otherwise, for all or any of the shares of the
Corporation; or (ii) the acquisition hereafter, by whatever means, of ownership
or control of more than thirty-five per cent (35%) in the aggregate of all
issued voting shares of the Corporation by any companies and/or individuals
acting in concert (any or all of the aforesaid hereinafter referred to as the
control group); or (iii) the acquisition of ownership or control of less than
thirty-five per cent (35%) in the aggregate of all issued voting shares of the
Corporation whereby the voting of such shares allows and results in the election
372697
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 CIBC
As referenced in this Change of Control Agreement:
Canadian Imperial Bank of
Commerce – interest to be calculated at a
rate equal to 2% in excess of the prime commercial lending rate for Canadian
dollar demand loans announced from time to time by the Canadian Imperial Bank of
Commerce during the period of such nonpayment.
7.4 This Agreement shall enure to the benefit of and be binding upon the
Executive and his heirs, executors and administrators and upon
_____________
dt 1372466
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Subscribers | 2005 |
Change of Control Agreement
Change of Control Agreement (38K)
Doc #1083028: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
Change of Control Agreement
Exhibit 10.1 FORM OF HUTTIG BUILDING PRODUCTS, INC. CHANGE OF CONTROL AGREEMENT AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (the “Company”), and
(the “Employee”), dated , 20 . . . .
1083028
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Huttig Building
As referenced in this Change of Control Agreement:
HUTTIG BUILDING PRODUCTS, INC –
Change of Control Agreement
Exhibit 10.1 FORM OF HUTTIG BUILDING PRODUCTS, INC . CHANGE OF CONTROL AGREEMENT AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (the “Company”), and
(the “Employee”), dated , 20 . The Board of
_____________
HUTTIG BUILDING PRODUCTS, INC –
Change of Control Agreement
Exhibit 10.1 FORM OF HUTTIG BUILDING PRODUCTS, INC. CHANGE OF CONTROL AGREEMENT AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC ., a Delaware corporation (the “Company”), and
(the “Employee”), dated , 20 . The Board of Directors of the Company (the “Board”), on the advice
of
_____________
Huttig Building Products, Inc – the third anniversary of such date or (ii) the first day of the month next following the Employee’s normal retirement date (“Normal Retirement Date”) under the Huttig Building Products, Inc . Savings & Investment Plan, or
any successor retirement plan (the “Retirement Plan”); provided, however, that commencing on the date one year after the date hereof, and on
_____________
Huttig Building Products, Inc – given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Employee:
If to the Company:
Huttig Building Products, Inc .
555 Maryville University Dr.
St. Louis, MO 63141
Attention: General Counsel
or to such other address as either
party shall have furnished to the other in writing in accordance
_____________
HUTTIG BUILDING PRODUCTS, INC – its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year first above written.
EMPLOYEE
HUTTIG BUILDING PRODUCTS, INC .
By:
Its:
12
_____________
dt 1373668
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Subscribers | 2006 |
Change of Control Agreement
Change of Control Agreement (38K)
Doc #2495663: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the �Company�), and Ronald L. Rudy (the �Executive�), with reference to the following:
RECITALS
A. The Company believes that it is in the best interests of the Company to foster the continuous employment of key . . .
2495663
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Subscribers | 2006 |
Change of Control Agreement
Change of Control Agreement (38K)
Doc #2495664: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the �Company�), and William G. Gainer (the �Executive�), with reference to the following:
RECITALS
A. The Company believes that it is in the best interests of the Company to foster the continuous employment of . . .
2495664
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Subscribers | 2006 |
Change of Control Agreement
Change of Control Agreement (36K)
Doc #2495665: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the �Company�), and Mitchell K. Fogelman (the �Executive�), with reference to the following:
RECITALS
A. The Company believes that it is in the best interests of the Company to foster the continuous employment of key management personnel such as the Executive.
B. The Company and the . . .
2495665
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| Preview
Subscribers | 2006 |
Change of Control Agreement
Change of Control Agreement (38K)
Doc #2495666: Click preview link for longer preview.
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement is entered into as September 8, 2006, by and between International Aluminum Corporation, a California corporation (the �Company�), and Michael J. Norring (the �Executive�), with reference to the following:
RECITALS
A. The Company believes that it is in the best interests of the Company to foster the continuous employment of . . .
2495666
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