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Severance Agreement
Severance Agreement (22K)
Doc #372573: Click preview link for longer preview.
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of the 11th day of
May, 2004, by and between MAVERICK TUBE CORPORATION, a Delaware corporation (the
"Company"), and Pamela G. Boone ("Executive").
WHEREAS, the Board of Directors of the Company ("Board") has determined
that it is in the best interests of the Company and its stockholders that the
continuous employment of key management personnel be fostered; and
WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued attention and dedication of such personnel
to their management duties;
NOW, THEREFORE, for good and valuable consideration, the sufficiency and
receipt of which is hereby acknowledged, the Company and the Executive hereby
agree as follows:
1. Definitions. Capitalized terms used in this Agreement have the meanings set
forth below.
(a) "Cause" means the commission of (i) an act or acts of personal
dishonesty performed by the Executive and intended to result in substantial
personal enrichment of the Executive at the expense of the Company or an
affiliate; (ii) an act of disloyalty or conduct clearly tending to bring
discredit upon the Company or any affiliate; or (iii) a felony involving moral
turpitude.
(b) "Change in Control" means:
(i) the acquisition, direct or indirect, by any individual, entity, or
group ("Person"), of beneficial ownership of thirty-five percent (35%) or
more of either all then outstanding shares of Stock or, if different, the
combined voting power of all then outstanding voting securities entitled to
vote generally in the election of directors ("Other Voting Securities") of
the Company, provided that the following acquisitions shall not constitute
a change of control: (A) any acquisition directly from the Company; (B) any
acquisition by the Company; (C) any acquisition by any employee benefit
plan or related trust sponsored or maintained by the Company or any
affiliate; and (D) any acquisition pursuant to a transaction immediately
following which the conditions described in clauses (A), (B), and (C) of
part (iii) of this paragraph (b) are satisfied; or
(ii) the failure for any reason of the Incumbent Directors to
constitute the majority of the Board; or
(iii) the approval by the stockholders of the Company of a
reorganization, merger, or consolidation (each, a "Transaction") unless, in
each case, following such
Transaction (A) all or substantially all of the beneficial owners of the
Stock and the combined voting power of all outstanding Other Voting
Securities of the Company immediately prior to such Transaction
beneficially own, directly or indirectly, more than fifty percent (50%) of,
respectively, the common stock and the combined voting power of all
outstanding Other Voting Securities of the corporation resulting from such
Transaction ("Resulting Corporation") in substantially the same proportions
as their ownership immediately prior to such Transaction; (B) no Person
(other than the Company and any employee benefit plan or related trust of
the Company or a Resulting Corporation) beneficially owns thirty-five
percent (35%) or more of, respectively, the then outstanding shares of
common stock of the Resulting Corporation or the combined voting power of
all then outstanding Other Voting Securities of such Resulting Corporation
and (C) at least a majority of the directors of the Resulting Corporation
were members of the Incumbent Board at the time of the execution of the
initial agreement providing for such Transaction; or
(iv) the approval by the stockholders of the Company of (A) a complete
liquidation or dissolution of the Company or (B) the disposition of
substantially all of the assets of the Company other than to a corporation
with respect to which all of the following is true following such
disposition: (I) more than 50% of, respectively, the then outstanding
shares of common stock of such corporation ("New Stock") and the combined
voting power of all outstanding Other Voting Securities of such corporation
("New Other Voting Securities") is then owned beneficially, directly or
indirectly, by substantially all of the beneficial owners of the Stock and
the combined voting power of all outstanding Other Voting Securities of the
Company in substantially the same proportions as their ownership of such
securities of the Company immediately prior thereto; (II) no Person other
than the Company and any employee benefit plan or related trust of the
Company or of such corporation then beneficially owns thirty-five percent
(35%) or more of the New Stock or the New Other Voting Securities; and
372573
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Severance Agreement
Severance Agreement (22K)
Doc #372617: Click preview link for longer preview.
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of the 19 day of
February, 2003, by and between MAVERICK TUBE CORPORATION, a Delaware corporation
(the "Company"), and Jim Cowan ("Executive").
WHEREAS, the Board of Directors of the Company ("Board") has determined
that it is in the best interests of the Company and its stockholders that the
continuous employment of key management personnel be fostered; and
WHEREAS, the Board has determined that appropriate steps should be
taken to reinforce and encourage the continued attention and dedication of such
personnel to their management duties;
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the Company and the Executive
hereby agree as follows:
1. DEFINITIONS. Capitalized terms used in this Agreement have the
meanings set forth below.
(a) "Cause" means the commission of (i) an act or acts of personal
dishonesty performed by the Executive and intended to result in substantial
personal enrichment of the Executive at the expense of the Company or an
affiliate; (ii) an act of disloyalty or conduct clearly tending to bring
discredit upon the Company or any affiliate; or (iii) a felony involving moral
turpitude.
(b) "Change in Control" means:
(i) the acquisition, direct or indirect, by any individual,
entity, or group ("Person"), of beneficial ownership of thirty-five
percent (35%) or more of either all then outstanding shares of Stock
or, if different, the combined voting power of all then outstanding
voting securities entitled to vote generally in the election of
directors ("Other Voting Securities") of the Company, provided that the
following acquisitions shall not constitute a change of control: (A)
any acquisition directly from the Company; (B) any acquisition by the
Company; (C) any acquisition by any employee benefit plan or related
trust sponsored or maintained by the Company or any affiliate; and (D)
any acquisition pursuant to a transaction immediately following which
the conditions described in clauses (A), (B), and (C) of part (iii) of
this paragraph (b) are satisfied; or
(ii) the failure for any reason of the Incumbent Directors to
constitute the majority of the Board; or
(iii) the approval by the stockholders of the Company of a
reorganization, merger, or consolidation (each, a "Transaction")
unless, in each case, following such
{PAGE}
Transaction (A) all or substantially all of the beneficial owners of
the Stock and the combined voting power of all outstanding Other Voting
Securities of the Company immediately prior to such Transaction
beneficially own, directly or indirectly, more than fifty percent (50%)
of, respectively, the common stock and the combined voting power of all
outstanding Other Voting Securities of the corporation resulting from
such Transaction ("Resulting Corporation") in substantially the same
proportions as their ownership immediately prior to such Transaction;
(B) no Person (other than the Company and any employee benefit plan or
related trust of the Company or a Resulting Corporation) beneficially
owns thirty-five percent (35%) or more of, respectively, the then
outstanding shares of common stock of the Resulting Corporation or the
combined voting power of all then outstanding Other Voting Securities
of such Resulting Corporation and (C) at least a majority of the
directors of the Resulting Corporation were members of the Incumbent
Board at the time of the execution of the initial agreement providing
for such Transaction; or
(iv) the approval by the stockholders of the Company of (A) a
complete liquidation or dissolution of the Company or (B) the
disposition of substantially all of the assets of the Company other
than to a corporation with respect to which all of the following is
true following such disposition: (I) more than 50% of, respectively,
the then outstanding shares of common stock of such corporation ("New
Stock") and the combined voting power of all outstanding Other Voting
Securities of such corporation ("New Other Voting Securities") is then
owned beneficially, directly or indirectly, by substantially all of the
beneficial owners of the Stock and the combined voting power of all
outstanding Other Voting Securities of the Company in substantially the
same proportions as their ownership of such securities of the Company
immediately prior thereto; (II) no Person other than the Company and
any employee benefit plan or related trust of the Company or of such
corporation then beneficially owns thirty-five percent (35%) or more of
the New Stock or the New Other Voting Securities; and (III) at least a
372617
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Key Management Severance Agreement
Key Management Severance Agreement (27K)
Doc #381333: Click preview link for longer preview.
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the �Agreement�) is made as of July 7, 2000 by and between OWENS CORNING, a Delaware corporation (the �Company�), and Charles E. Dana, an officer of the Company (�Executive�).
WHEREAS the Company and Executive have previously entered into a Severance Agreement dated as of November 24, 1998 (the �Prior Agreement�) providing for certain benefits to be conferred upon Executive under specified circumstances in the event that Executive�s employment is terminated by the Company on the terms and conditions set . . .
381333
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – htm KEY MANAGEMENT SEVERANCE AGREEMENT WITH CHARLES E. DANA
Exhibit (10)
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the Agreement) is made as of July 7, 2000 by and between OWENS CORNING, a Delaware corporation (the Company), and Charles E. Dana, an officer of the Company (Executive).
WHEREAS the Company and Executive have previously entered into a Severance Agreement dated as
_____________
OWENS CORNING, – may not be amended except in writing by the parties hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
OWENS CORNING,
/s/ Glen H. Hiner
Glen H. Hiner
Chairman and CEO
Agreed to and accepted:
/s/ Charles E. Dana
Date: July 13, 2000
_____________
dt 1368595
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Subscribers | 2003 |
Key Management Severance Agreement
Key Management Severance Agreement (27K)
Doc #381354: Click preview link for longer preview.
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the �Agreement�) is made as of October 1, 2002 by and between OWENS CORNING, a Delaware corporation (the �Company�), and George E. Kiemle, an officer of the Company (�Executive�).
WHEREAS the Company and Executive have previously entered into a Severance Agreement dated as of May 8, 1990 (the �Prior Agreement�) providing for certain benefits to be conferred upon Executive under specified circumstances in the event that Executive�s . . .
381354
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – EX-10 6 ex10_keyseverance2002f10-k.htm KEY MANAGEMENT SEVERANCE AGREEMENT KIEMLE
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the Agreement) is made as of October 1, 2002 by and between OWENS CORNING, a Delaware corporation (the Company), and George E. Kiemle, an officer of the Company (Executive).
WHEREAS the Company and Executive have previously entered into a Severance Agreement dated as
_____________
OWENS CORNING, – the parties hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, consisting of seventeen numbers paragraphs and eight pages, as of the day and year first above written.
OWENS CORNING,
David T. Brown
President and CEO
Agreed to and accepted:
___________________________
Date: ____________________
_____________
dt 1368596
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Subscribers | 2002 |
Key Management Severance Agreement
Key Management Severance Agreement (30K)
Doc #381374: Click preview link for longer preview.
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of September 1,
2000 by and between OWENS CORNING, a Delaware corporation (the "Company"), and
David L. Johns, an officer of the Company ("Executive").
WHEREAS the Company and Executive have previously entered into a
Severance Agreement dated as of November 24, 1998 (the "Prior Agreement")
providing for certain benefits to be conferred upon Executive under specified
circumstances in the event that Executive's employment is terminated by the
Company on the terms and conditions set forth therein, and:
WHEREAS the Compensation Committee of the Board of Directors of the
Company (the "Committee") has approved a new severance agreement to provide
Executive with certain additional protections and to conform the terms of such
agreement to the current policy of the Company regarding an officer's
entitlement to pay, benefits and privileges on the termination of his
employment;
NOW THEREFORE, the parties hereto agree as follows:
1. Termination Absent a Change of Control.
--------------------------------------
a) If, prior to a Change of Control (as defined in paragraph 7(c) below), (i)
the Company terminates Executive's employment for any reason other than
Permanent Total Disability or Cause (as defined in paragraphs 7(e) and
7(b)(1)&(2), respectively, below), or (ii) Executive voluntarily terminates
his employment under circumstances involving a Constructive Termination (as
defined in paragraph 7(d), below), Executive will be entitled to the
following compensation, provided that Executive executes a Release and
Non-Competition Agreement satisfactory to the Company:
1) Base salary earned and as yet unpaid through the effective date of
termination; and
2) Two years' Base Pay (as defined in paragraph 7(a) below); and
3) Two times Executive's Separation Incentive Payment (as defined in
paragraph 7(f) below); and
4) Incentive Pay as yet unpaid from the prior fiscal year and
Incentive Pay for the fiscal year of termination, prorated for the
period of Executive's actual employment prior to termination; and
5) Executive's vested Cash Balance Pension Benefit plus an amount
equal to the present value of the additional vested pension
benefits payable to Executive in accordance with the Company's
Supplemental Executive Retirement Plan (the "SERP"), as approved
by the Compensation Committee of the Board of Directors on
December 11, 1997 and referenced in the March 24,1999 letter from
Glen Hiner, a copy of which is appended to this Agreeement.
Executive's regular, vested pension earnings will not be increased
by compensation paid under the SERP.
b) If, prior to a Change of Control, the Company terminates Executive's
employment for Cause (as defined in paragraph 7(b)(3), below), Executive
will only be entitled to base salary earned and as yet unpaid through the
effective date of termination and Executive's vested Cash Balance Pension
Benefit or vested Final Average Plan Pension Benefit, whichever is greater,
UNLESS, (i) the Company exercises its discretion to award Executive (in
addition to the aforementioned base salary and vested pension amounts) some
portion of the following compensation, based on effort expended and results
obtained to date and (ii) Executive executes a Release and Non-Competition
Agreement satisfactory to the Company:
{PAGE}
1) Up to but no more than Twelve months' Base Pay (as defined in
paragraph 7(a) below); and
2) Up to but no more than one times Executive's Separation Incentive
Payment (as defined in paragraph 7(f) below); and
3) Up to but no more than the amount of Incentive Pay as yet unpaid from
the prior fiscal year.
c) The compensation payable under paragraph 1(a) or 1(b), above, shall be paid
as soon as practicable after Executive signs, returns and does not revoke
the requisite Release and Non-Competition Agreement.
d) In the event of a termination of Executive's employment under the
circumstances described in paragraph 1(a) above:
1) All stock options previously awarded to Executive shall, to the
extent not already vested, immediately vest, and shall be
exercisable (subject to applicable blackout restrictions) for up
to six months following the date of termination or the original
expiration date, whichever is sooner.
2) All shares of restricted stock previously awarded to Executive
shall, to the extent not already vested, immediately vest and be
payable.
3) All outstanding but unearned performance shares shall be
forfeited.
4) All of Executive's non-qualified deferred compensation or
retirement benefits, if any, accrued through the date of
termination under any non-qualified deferred compensation plan or
arrangement shall immediately vest and be payable, to the extent
permissible under the terms of such plan or arrangement.
e) In the event of a termination of Executive's employment under the
circumstances described in paragraph 1(b) above:
1) All stock options previously awarded to Executive which are
381374
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – TYPE}EX-10
{SEQUENCE}6
{FILENAME}ex10m_0316.txt
{TEXT}
Exhibit 10
----------
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of September 1,
2000 by and between OWENS CORNING, a Delaware corporation (the "Company"), and
David L. Johns, an officer of the Company ("Executive").
WHEREAS the Company and Executive have previously entered into a
Severance Agreement dated as
_____________
OWENS CORNING, – by the parties hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, consisting
seventeen numbered paragraphs and eight pages, as of the day and year first
above written.
OWENS CORNING,
/s/ Glen H. Hiner
Glen H. Hiner
Chairman and CEO
Agreed to and accepted:
---------------------------
Date:______________________
{/TEXT}
{/DOCUMENT}
_____________
dt 1368597
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Key Management Severance Agreement
Key Management Severance Agreement (31K)
Doc #381391: Click preview link for longer preview.
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of November 24,
1998 by and between OWENS CORNING, a Delaware corporation (the "company"), and
Michael H. Thaman, an officer of the Company ("Executive").
WHEREAS the Company and Executive have previously entered into a
Severance Agreement dated as of April 4, 1997 (the "Prior Agreement")
providing for certain benefits to be conferred upon Executive under
specified circumstances in the event that Executive's employment is
terminated by the Company on the terms and conditions set forth
therein, and:
WHEREAS the Compensation committee of the Board of Directors of the
Company (the "Committee") has approved a new severance agreement to provide
Executive with certain additional protections and to conform the terms of such
agreement to the current policy of the Company regarding an officer's
entitlement to pay, benefits and privileges on the termination of his
employment;
NOW THEREFORE, the parties hereto agree as follows:
1. Termination Absent a Change of Control.
---------------------------------------
a) If, prior to a Change of Control (as defined in Paragraph 7(c) below), (i)
the Company terminates Executive's employment for any reason other than
Permanent Total Disability or Cause (as defined in paragraphs 7(e) and 7(b)
(1)&(2), respectively, below), or (ii) Executive voluntarily terminates his
employment under circumstances involving a Constructive Termination (as
defined in paragraph 7(d), below), Executive will be entitled to the
following compensation, provided that Executive executes a Release and
Non-Competition Agreement satisfactory to the Company:
1) Base salary earned and as yet unpaid through the effective date of
termination; and
2) Two years' Base Pay (as defined in paragraph 7(a) below); and
3) Two times Executive's Separation Incentive payment (as defined in
paragraph 7(f) below); and
4) Incentive pay as yet unpaid from the prior fiscal year and Incentive
Pay for the fiscal year of termination, prorated for the period of
Executive's actual employment prior to termination; and
5) The greater of (i) Executive's vested Cash Balance Pension Benefit or
(ii) an amount equal to Executive's vested Pension Benefit under the
Company's Salaried Employees' (Final Average) Retirement Plan plus a
pension supplement calculated as though Executive had been credited
with three additional years of service under the Plan and had Executive
been three years older at the date of termination.
b) If, prior to a Change of control, the Company terminates Executive's
employment for Cause (as defined in paragraph 7(b)(3), below), Executive
will only be entitled to base salary earned and as yet unpaid through the
effective date of termination and Executive's vested Cash Balance Pension
Benefit or vested Final Average Plan Pension Benefit, whichever is greater,
UNLESS, (i) the Company exercises its discretion to award Executive (in
addition to the aforementioned base salary and vested pension amounts) some
portion of the following compensation, based on effort expended and results
obtained to date and (ii) Executive executes a Release and Non-Competition
Agreement satisfactory to the Company:
1) Up to but no more than Twelve months' Base pay (as defined in paragraph
7(a) below); and
2) Up to but no more than one times Executive's Separation Incentive
Payment (as defined in paragraph 7(f) below); and
3) Up to but no more than the amount of Incentive Pay as yet unpaid from
the prior fiscal year.
c) The compensation payable under paragraph 1(a) or 1(b), above, shall be paid
as soon as practicable after Executive signs, returns and does not revoke
the requisite Release and Non-Competition Agreement.
d) In the event of a termination of Executive's employment under the
circumstances described in paragraph 1(a) above:
1) All stock options previously awarded to Executive shall, to the
extent not already vested, immediately vest, and shall be
exercisable (subject to applicable blackout restrictions) for up
to six months following the date of termination or the original
expiration date, whichever is sooner.
2) All shares of restricted stock previously awarded to Executive
shall, to the extent not already vested, immediately vest and be
payable.
3) All outstanding but unearned performance shares shall be
forfeited.
4) All of Executive's non-qualified deferred compensation or
retirement benefits, if any, accrued through the date of
termination under any non-qualified deferred compensation plan or
arrangement shall immediately vest and be payable, to the extent
permissible under the terms of such plan or arrangement.
e) In the event of a termination of Executive's employment under the
circumstances described in paragraph 1(b) above:
1) All stock options previously awarded to Executive which are
exercisable on the date of termination shall be exercisable
(subject to applicable blackout restrictions) for up to six months
following the date of termination or the original expiration date,
whichever is sooner.
2) All unvested shares of restricted stock and all outstanding but
unearned performance shares previously awarded to Executive shall
be forfeited.
3) All of Executive's non-qualified deferred compensation or
retirement benefits, if any, accrued and vested through the date
of termination under any non-qualified deferred compensation plan
or arrangement shall be payable, to the extent permissible under
the terms of such plan or arrangement.
f) If Executive's employment ends under circumstances described in paragraph
1(a) above as a result of the sale by the Company of a business unit,
division or facility, payments will be made under this paragraph 1 only if
Executive is not offered a substantially equivalent position with the
Company or with the new owner of the business (without regard to whether
Executive accepts such a position). If Executive receives and accepts a
suitable offer from the new owner of the business and is subsequently
381391
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – TYPE}EX-10
{SEQUENCE}7
{FILENAME}0007.txt
{TEXT}
Exhibit (10)
KEY MANAGEMENT SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made as of November 24,
1998 by and between OWENS CORNING, a Delaware corporation (the "company"), and
Michael H. Thaman, an officer of the Company ("Executive").
WHEREAS the Company and Executive have previously entered into a
Severance Agreement dated as
_____________
OWENS CORNING, – not be amended except in writing by the parties hereof.
{PAGE}
IN WITNESS WHEROF, the parties hereto have executed this Agreement as
of the day and year first above written.
OWENS CORNING,
/s/ Glen H. Hiner
Glen H. Hiner
Chairman and CEO
Agreed to and accepted:
/s/ Michael H. Thaman
Date: 6 December 1998
{PAGE}
{/TEXT}
{/DOCUMENT}
_____________
dt 1368604
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Employment/Severance Agreement
Employment/Severance Agreement (38K)
Doc #381521: Click preview link for longer preview.
HUTTIG BUILDING PRODUCTS, INC.
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (the Company), and
Carl A. Liliequist (the Employee), dated December 22, 2000.
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 shareholders to assure that the Company will have the continued dedication of the Employee as Regional Vice President 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 Employees 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 Employees 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 Employees 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 Employees 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.
1
2. Change of Control. For the purpose of this Agreement, a Change of Control shall mean:
(i) The acquisition, other than from the Company, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding, for this purpose, any such acquisition by the Company or any of its subsidiaries, by The Rugby Group Ltd. or any direct transferee from The Rugby Group plc, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by substantially the same individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or
(ii) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the Incumbent Board) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of the Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act); or
(iii) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which substantially the same individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of the sale or other disposition of all or substantially all of the assets of the Company.
3. Employment Period. The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on the earlier to occur of (a) the third anniversary of such date or (b) the first day of the month coinciding with or next following the Employees Normal Retirement Date (the Employment Period).
381521
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Huttig Building
As referenced in this Employment/Severance Agreement:
HUTTIG BUILDING PRODUCTS, INC –
Form of Change of Control Agreement
EX-10.3 4 dex103.htm FORM OF CHANGE OF CONTROL AGREEMENT
EXHIBIT 10.3
HUTTIG BUILDING PRODUCTS, INC .
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (the Company), and
Carl A. Liliequist (the Employee), dated December 22, 2000.
The Board of
_____________
HUTTIG BUILDING PRODUCTS, INC – Change of Control Agreement
EX-10.3 4 dex103.htm FORM OF CHANGE OF CONTROL AGREEMENT
EXHIBIT 10.3
HUTTIG BUILDING PRODUCTS, INC.
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC ., a Delaware corporation (the Company), and
Carl A. Liliequist (the Employee), dated December 22, 2000.
The Board of Directors of the Company (the Board), on the advice of its
_____________
Huttig Building Products, Inc – to occur of (i) the third anniversary of such date or (ii) the first day of the month next following the Employees 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
_____________
Huttig Building Products, Inc – registered or certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Employee:
Carl Lillequist
18807 135th Ave. S.E.
Renton, WA 98058
If to the Company:
Huttig Building Products, Inc .
P.O. Box 1041
Chesterfield, MO 63017
Attention: Secretary
or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice
_____________
HUTTIG BUILDING PRODUCTS, INC – presents to be executed in its name on its behalf, all as of the day and year first above written.
EMPLOYEE
/s/ Carl A. Liliequist
Carl A. Liliequist
[Print name]
HUTTIG BUILDING PRODUCTS, INC .
By:
/s/ Barry J. Kulpa
Title:
12
_____________
dt 1373660
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Subscribers | 2001 |
Employment/Severance Agreement
Employment/Severance Agreement (41K)
Doc #381580: Click preview link for longer preview.
HUTTIG BUILDING PRODUCTS, INC.
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and __________________________________________
(the "Employee"), dated _____________________, 200_.
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 shareholders to assure that the Company will
have the continued dedication of the Employee as _______________________________
of the Company, . . .
381580
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Huttig Building
As referenced in this Employment/Severance Agreement:
HUTTIG BUILDING PRODUCTS, INC – {DOCUMENT}
{TYPE}EX-10.2
{SEQUENCE}4
{FILENAME}c64489ex10-2.txt
{DESCRIPTION}EMPLOYMENT/SEVERANCE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
HUTTIG BUILDING PRODUCTS, INC .
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and __________________________________________
(the "Employee"), dated _____________________, 200_.
The Board of Directors of the
_____________
HUTTIG BUILDING PRODUCTS, INC – EX-10.2
{SEQUENCE}4
{FILENAME}c64489ex10-2.txt
{DESCRIPTION}EMPLOYMENT/SEVERANCE AGREEMENT
{TEXT}
{PAGE} 1
EXHIBIT 10.2
HUTTIG BUILDING PRODUCTS, INC.
EMPLOYMENT/SEVERANCE AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC ., a Delaware
corporation (the "Company"), and __________________________________________
(the "Employee"), dated _____________________, 200_.
The Board of Directors of the Company (the "Board"), on the advice of its
Organization and Compensation
_____________
Huttig Building Products,
Inc – 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
_____________
Huttig Building Products, Inc – other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
27
{PAGE} 11
If to the Employee:
_________________________________
_________________________________
_________________________________
If to the Company:
Huttig Building Products, Inc .
P. O. Box 1041
Chesterfield, MO 63017
Attention: Secretary
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice
_____________
HUTTIG BUILDING PRODUCTS, INC – 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
-------------------------------------------
-------------------------------------------
Print name
HUTTIG BUILDING PRODUCTS, INC .
By
---------------------------------------
Title
-------------------------------------
29
{/TEXT}
{/DOCUMENT}
_____________
dt 1373666
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Subscribers | 2004 |
Severance Agreement
Severance Agreement (38K)
Doc #426302: Click preview link for longer preview.
SEVERANCE AGREEMENT
THIS AGREEMENT is entered into as of July 26, 2002, by and between Applied Films Corporation, a Colorado corporation, and Thomas Edman (the �Executive�).
WHEREAS, the Executive currently serves as a key employee of the Company and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company�s principal operating facilities, departments or subsidiaries; and
WHEREAS, . . .
426302
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Subscribers | 2004 |
Severance Agreement
Severance Agreement (38K)
Doc #426303: Click preview link for longer preview.
SEVERANCE AGREEMENT
THIS AGREEMENT is entered into as of July 26, 2002, by and between Applied Films Corporation, a Colorado corporation, and Lawrence Firestone (the �Executive�).
WHEREAS, the Executive currently serves as a key employee of the Company and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company�s principal operating facilities, departments or subsidiaries; and
. . .
426303
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Subscribers | 2006 |
Key Management Severance Agreement
Key Management Severance Agreement (67K)
Doc #1052295: Click preview link for longer preview.
AMENDED & RESTATED KEY MGMT SEVERANCE AGREEMENTS / KEY EMPLOYEE RETENTION PLAN
Amended & restated Key Mgmt Severance Agreements / Key Employee Retention Plan
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Amended and Restated Severance Agreement (the “Agreement”) is made as of February 20, 2006 by and between
OWENS CORNING, a Delaware corporation (the “Company”), and David T. Brown, an officer of the Company (“Executive”). WHEREAS the Company and Executive have previously entered into a Severance Agreement dated as of . . .
1052295
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – Key Employee Retention Plan
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Amended and Restated Severance Agreement (the “Agreement”) is made as of February 20, 2006 by and between
OWENS CORNING, a Delaware corporation (the “Company”), and David T. Brown, an officer of the Company (“Executive”). WHEREAS the Company and Executive have previously entered into a
_____________
Owens Corning – which he is otherwise entitled under the
terms of any employee benefit plans or arrangements of the Company.; provided, however, that the Pro-Rata Exception in Section 5 of the Owens Corning Long Term Incentive Plan (or any successor thereto) shall apply upon Executive’s retirement
from the Company, and the Compensation Committee of the Company’s Board of Directors
_____________
OWENS CORNING, – may not be amended except in writing by the
parties hereof. IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written. OWENS CORNING, Joseph C. High Senior Vice President, Human Resources
Agreed to and accepted:
Date:
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Amended and Restated Severance Agreement (the “Agreement”)
_____________
OWENS CORNING, – to and accepted:
Date:
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Amended and Restated Severance Agreement (the “Agreement”) is made as of February 20, 2006 by and between
OWENS CORNING, a Delaware corporation (the “Company”), and Michael H. Thaman, an officer of the Company (“Executive”). WHEREAS the Company and Executive have previously entered into a
_____________
OWENS CORNING, – may not be amended except in writing by the
parties hereof. IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written. OWENS CORNING, Joseph C. High Senior Vice President, Human Resources
Agreed to and accepted:
Date:
Exhibit (10) OWENS CORNING KEY EMPLOYEE RETENTION PLAN 1. Purpose. This
Owens Corning Key Employee Retention
_____________
dt 1368606
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Subscribers | 2005 |
Key Management Severance Agreement
Key Management Severance Agreement (22K)
Doc #1052333: Click preview link for longer preview.
KEY MANAGEMENT SEVERANCE AGREEMENT WITH JOSEPH C. HIGH
Key Management Severance Agreement with Joseph C. High
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made as of January 1, 2004 by and between OWENS CORNING, a Delaware corporation (the
“Company”), and Joseph C. High, an officer of the Company (“Executive”). WHEREAS the Compensation Committee of the Board of Directors of the Company (the “Committee”) has approved a severance agreement to provide Executive with certain . . .
1052333
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Owens Corning
As referenced in this Key Management Severance Agreement:
OWENS CORNING, – Management Severance Agreement with Joseph C. High
Exhibit (10) KEY MANAGEMENT SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made as of January 1, 2004 by and between OWENS CORNING, a Delaware corporation (the
“Company”), and Joseph C. High, an officer of the Company (“Executive”). WHEREAS the Compensation Committee of the Board of Directors of
_____________
OWENS CORNING, – may not be amended except in writing by the
parties hereof. IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the day and year first above written.
OWENS CORNING,
David T. Brown
President and CEO
Agreed to and accepted:
Date:
Joseph C. High
_____________
dt 1368607
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Subscribers | 2006 |
Change of Control Severance Agreement
Change of Control Severance Agreement (33K)
Doc #2271979: Click preview link for longer preview.
CHANGE OF CONTROL SEVERANCE AGREEMENT
AGREEMENT by and between NS Group, Inc., a Kentucky corporation (the �Company�), and (the �Employee�), dated as of the ___day of ___, 20___.
The Company wishes to assure that it will have the continued dedication of the Employee notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Company believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by . . .
2271979
|
NS Group
As referenced in this Change of Control Severance Agreement:
NS Group, Inc – EX-10.1
EX-10.1 2 l21471aexv10w1.htm EX-10.1
Exhibit 10.1
CHANGE OF CONTROL SEVERANCE AGREEMENT
AGREEMENT by and between NS Group, Inc ., a Kentucky corporation (the Company), and (the Employee), dated as of the ___day of ___, 20___.
The Company wishes to assure that it will have the continued dedication of
_____________
NS Group, Inc – 9 of the Employment Agreement between Employee and Company, or any similar provisions contained in any subsequent or successor agreement between Employee and Company].
(f)
Company as used herein includes NS Group, Inc . and any of its subsidiaries and divisions and, as provided by Section 12(b) hereof, any successor.
Page 2 of 13
(g)
Date of Termination shall be the date
_____________
NS Group, Inc – registered or certified mail, return receipt requested, postage prepaid, addressed to the Employee at the Employees address on the payroll records of the Company and to the Company as follows:
NS Group, Inc .
530 W. Ninth Street
P.O. Box 1670
Newport, Kentucky 41072
Attention: Vice President Human Resources
And to such other address as either party shall have furnished to the
_____________
NS GROUP, INC – TERMS, INCLUDING THAT THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES, I SIGN IT AS MY FREE ACT AND DEED.
Employee:
[EMPLOYEE NAME]
Company:
NS GROUP, INC .
By:
Page 12 of 13
SCHEDULE OF DOCUMENTS OMITTED
The following agreements are substantially identical to the Form of Change of Control Severance Agreement shown here, except for the
_____________
dt 1544490
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