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Change-in-Control Agreement
Change-in-Control Agreement (28K)
Doc #166175: Click preview link for longer preview.
Change-in-Control Agreement
THIS AGREEMENT by and between Applix, Inc., a Massachusetts corporation
(the "Company"), and Craig Cervo (the "Employee") is made as of April 9, 2003
(the "Effective Date").
WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions
which it may raise among key personnel, may result in the departure or
distraction of key personnel to the detriment of the Company and its
stockholders, and
WHEREAS, the Company has determined that appropriate steps should be taken
to reinforce and encourage the continued employment and dedication of the
Company's key personnel without distraction from the possibility of a change in
control of the Company and related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the Employee
remaining in its employ, the Company agrees that the Employee shall receive the
severance benefits set forth in this Agreement in the event the Employee's
employment with the Company is terminated under the circumstances described
below subsequent to a Change in Control (as defined in Section 1.1).
1. Key Definitions.
As used herein, the following terms shall have the following respective
meanings:
1.1 "Change in Control" means an event or occurrence set forth in
any one or more of subsections (a) through (d) below (including an event or
occurrence that constitutes a Change in Control under one of such subsections
but is specifically exempted from another such subsection):
(a) the acquisition by an 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")) (a "Person") of beneficial ownership of
any capital stock of the Company if, after such acquisition, such Person
beneficially owns (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) 50% or more of either (i) the then-outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding Company Voting
Securities"); provided, however, that for purposes of this subsection (a), the
following acquisitions shall not constitute a Change in Control: (i) any
acquisition directly from the Company (excluding an acquisition pursuant to the
exercise, conversion or exchange of any security exercisable for, convertible
into or exchangeable for common stock or voting securities of the Company,
unless the Person exercising, converting or exchanging such security acquired
such security directly from the Company or an underwriter or agent of the
Company), (ii) any acquisition by the Company, (iii) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
{PAGE}
Company or any corporation controlled by the Company, or (iv) any acquisition by
any corporation pursuant to a transaction which complies with clauses (i) and
(ii) of subsection (c) of this Section 1.1; or
(b) such time as the Continuing Directors (as defined below)
do not constitute a majority of the Board of Directors of the Company (the
"Board") (or, if applicable, the Board of Directors of a successor corporation
to the Company), where the term "Continuing Director" means at any date a member
of the Board (i) who was a member of the Board on the date of the execution of
this Agreement or (ii) who was nominated or elected subsequent to such date by
at least a majority of the directors who were Continuing Directors at the time
of such nomination or election or whose election to the Board was recommended or
endorsed by at least a majority of the directors who were Continuing Directors
at the time of such nomination or election; provided, however, that there shall
be excluded from this clause (ii) any individual whose initial assumption of
office occurred as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents, by or on behalf of a person other than the
Board; or
(c) the consummation of a merger, consolidation,
reorganization, recapitalization or statutory share exchange involving the
Company or a sale or other disposition of all or substantially all of the assets
of the Company in one or a series of transactions (a "Business Combination"),
unless, immediately following such Business Combination, each of the following
two conditions is satisfied: (i) all or substantially all of the individuals and
entities who were the beneficial owners of the Outstanding Company Common Stock
and Outstanding Company Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the
then-outstanding securities entitled to vote generally in the election of
directors, respectively, of the resulting or acquiring corporation in such
Business Combination (which shall include, without limitation, a corporation
which as a result of such transaction owns the Company or substantially all of
the Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the Acquiring Corporation, or of the
combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent
that such ownership existed prior to the Business Combination); or
(d) approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
1.2 "Change in Control Date" means the first date during the Term
(as defined in Section 2) on which a Change in Control occurs. Anything in this
Agreement to the contrary notwithstanding, if (a) a Change in Control occurs,
(b) the Employee's employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is
166175
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Applix
As referenced in this Change-in-Control Agreement:
Applix, – txt
{DESCRIPTION}EX-10.19 CHANGE-IN-CONTROL AGREEMENT
{TEXT}
{PAGE}
Exhibit 10.19
Change-in-Control Agreement
THIS AGREEMENT by and between Applix, Inc., a Massachusetts corporation
(the "Company"), and Craig Cervo (the "Employee") is made as of April 9, 2003
(the "Effective Date").
WHEREAS,
_____________
Applix, – blank.]
9
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.
Applix, Inc.
By: /s/ David Mahoney
-----------------
David Mahoney
Title: CEO
/s/ Craig Cervo
---------------
Name: Craig Cervo
Address: 75 Independence Rd.
-------------------
Concord, MA 01742
------------------
_____________
dt 220218
;
| Craig Cervo
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| 2003 |
Change in Control Agreement
Change in Control Agreement (15K)
Doc #166286: Click preview link for longer preview.
This Change in Control Agreement (this Agreement), which is effective as of the date of the last signature affixed hereto, is made by and between Peggy Vessell (the Executive), and Comarco Inc., its subsidiaries, and its affiliates (the Company).
1.
Purpose. The Company desires to attract and retain well-qualified executives who are an integral part of management and who make substantial contributions to the success of the Company. The board of directors of the Company has concluded that it is in the best interests of the Company to assure the continued services of certain executives, and desire that the advice and actions of these executives be reliable and not adversely affected by the possibility of a change in control of the Company which could result in a loss of any of these executives employment. This Agreement sets forth the compensation and benefits that will be provided if a Change in Control (as defined herein) occurs,
2.
Term of this Agreement. This Agreement shall be effective as of the date of the last signature affixed hereto and shall terminate on the earlier of the date that is (a) January 31, 2006 in the event that no Change in Control has occurred on or prior to such date or (b) one (1) day after the occurrence of a Payout Event (as defined in Section 4 hereof) (such earlier date, the Expiration Date). No termination of this Agreement shall limit, alter or otherwise affect any partys rights or obligations hereunder with respect to a Payout Event that has occurred prior to the Expiration Date, including without limitation, the Executives right to receive the various benefits hereunder and his obligations under Section 5 hereof
3.
Change in Control. As used in this Agreement, the phrase Change in Control shall mean:
a.
Except as provided by Section 3c hereof, the acquisition by any person, 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) (excluding, for this purpose, any of the Companys subsidiaries or affiliates, or any executive benefit plan of the Company which acquires beneficial ownership of voting securities of the Company), of beneficial ownership (within the meaning of Rule 13 d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of either the then outstanding shares of common stock or the combined voting power of the Companys then outstanding voting securities entitled to vote generally in the election of directors; or
b.
Individuals who, as of the date hereof, constitute the board of directors of the Company as of the date hereof (such board of directors, the Incumbent Board) cease for any reason to constitute at least 66% of the Companys board of directors, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys stockholders, is or was approved by a vote of at least 66% of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of such entity) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or
166286
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COMARCO
As referenced in this Change in Control Agreement :
Comarco Inc. – This Change in Control Agreement (this Agreement), which is effective as of the date of the last signature affixed hereto, is made by and between Peggy Vessell (the Executive), and Comarco Inc. , its subsidiaries, and its affiliates (the Company).
1.
Purpose. The Company desires to attract and retain well-qualified executives who are an integral part of management and who make
_____________
COMARCO INC. – no longer be binding upon the Successor Employer.
14.
Applicable Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California.
EXECUTIVE
COMARCO INC.
/s/ PEGGY L. VESSELL
By:
/s/ DON M. BAILEY
Peggy L. Vessell
Chairman, Board of Directors
August 17, 2001
August 21, 2001
Date
Date
4
_____________
dt 1467450
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| Peggy Vessell
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Full Doc
| 2003 |
Change-in-Control Agreement [Amended and Restated]
Change-in-Control Agreement [Amended and Restated] (47K)
Doc #166347: Click preview link for longer preview.
AMENDED AND RESTATED
CHANGE-IN-CONTROL
AGREEMENT FOR CERTAIN
EXECUTIVES OF SYNAVANT Inc.
PERSONAL AND CONFIDENTIAL
December 20, 2002
Mr. Wayne Yetter
Chairman and Chief Executive Officer
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326
Dear Mr. Yetter:
On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier I Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors . . .
166347
|
Dendrite
As referenced in this Change-in-Control Agreement [Amended and Restated]:
Dendrite International, Inc. – or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or
8
vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461276
;
Dendrite
As referenced in this Change-in-Control Agreement [Amended and Restated]:
Dendrite International, Inc. – or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or
8
vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461314
;
Siebel Systems
As referenced in this Change-in-Control Agreement [Amended and Restated]:
Siebel Systems, Inc. – of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or
8
vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372165
;
|
Siebel Systems
As referenced in this Change-in-Control Agreement [Amended and Restated]:
Siebel Systems, Inc. – of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or
8
vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372202
;
 Chase Manhattan
As referenced in this Change-in-Control Agreement [Amended and Restated]:
Chase Manhattan Bank – pay prejudgment interest on any money judgment obtained by you as a result of such proceeding, calculated at the prime rate of The Chase Manhattan Bank as in effect from time to time from the date that payment should have been made to you under this Agreement.
7. Successors;
_____________
dt 101866
;
More... |
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Full Doc
| 2003 |
Change-in-Control Agreement for Certain Executives [Amended and Restated]
Change-in-Control Agreement for Certain Executives [Amended and Restated] (48K)
Doc #166348: Click preview link for longer preview.
AMENDED AND RESTATED
CHANGE-IN-CONTROL
AGREEMENT FOR CERTAIN
EXECUTIVES OF SYNAVANT Inc.
PERSONAL AND CONFIDENTIAL
December 26, 2002
Mr. Clifford A. Farren, Jr.
Chief Financial Officer
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326
Dear Mr. Farren:
On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier II Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, the Board of Directors of . . .
166348
|
Dendrite
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Dendrite International, Inc. – and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461277
;
Dendrite
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Dendrite International, Inc. – and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461315
;
Siebel Systems
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Siebel Systems, Inc. – dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372166
;
|
Siebel Systems
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Siebel Systems, Inc. – dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372203
;
Chase Manhattan
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Chase Manhattan Bank – pay prejudgment interest on any money judgment obtained by you as a result of such proceeding, calculated at the prime rate of The Chase Manhattan Bank as in effect from time to time from the date that payment should have been made to you under this Agreement.
7. Successors;
_____________
dt 101867
;
More... |
| Preview
Full Doc
| 2003 |
Change-in-Control Agreement for Certain Executives [Amended and Restated]
Change-in-Control Agreement for Certain Executives [Amended and Restated] (48K)
Doc #166349: Click preview link for longer preview.
AMENDED AND RESTATED
CHANGE-IN-CONTROL
AGREEMENT FOR CERTAIN
EXECUTIVES OF SYNAVANT Inc.
PERSONAL AND CONFIDENTIAL
December 20, 2002
Mr. Vincent Napoleon
Senior Vice President, Secretary and General Counsel
SYNAVANT Inc.
3445 Peachtree Road, NE Suite 1400
Atlanta, GA 30326
Dear Mr. Napoleon:
On October 24, 2000, Synavant Inc. (the "Company") entered into a Tier I Change-in-Control Agreement for Certain Executives of Synavant Inc. with you (the "Prior Agreement"). Under the Prior Agreement, . . .
166349
|
Dendrite
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Dendrite International, Inc. – and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461278
;
Dendrite
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Dendrite International, Inc. – and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc., Dendrite International, Inc. , Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to be the following
_____________
dt 1461316
;
Siebel Systems
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Siebel Systems, Inc. – dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372167
;
|
Siebel Systems
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Siebel Systems, Inc. – dissemination of sales and/or marketing information for pharmaceutical manufacturers, over-the-counter ("OTC") pharmaceutical manufacturers or manufacturers of biotech or vaccine products (with said Competitive Businesses including, without limitation, Siebel Systems, Inc. , Dendrite International, Inc., Aurum Software (a Baan Company), Epsilon, Phoenix Marketing, J. Nipper & Company, C3i-Inc. and their affiliates and successors thereto). The "Territory" shall be defined to
_____________
dt 1372204
;
Chase Manhattan
As referenced in this Change-in-Control Agreement for Certain Executives [Amended and Restated]:
Chase Manhattan Bank – pay prejudgment interest on any money judgment obtained by you as a result of such proceeding, calculated at the prime rate of The Chase Manhattan Bank as in effect from time to time from the date that payment should have been made to you under this Agreement.
7. Successors;
_____________
dt 101868
;
More... |
| Preview
Full Doc
| 2003 |
Change in Control Agreement [Amended and Restated]
Change in Control Agreement [Amended and Restated] (40K)
Doc #166418: Click preview link for longer preview.
AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
Effective
February 9, 2002
Mr. Jay D. MIller
3300 Fernbrook Lane North, Suite 200
Plymouth, Minnesota 55447
Dear Mr. Miller:
You are presently the Chief Executive Officer of Vital Images, Inc., a Minnesota corporation (the Company). The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may arise and that such possibility and the uncertainty and questions which it may raise among management may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.
Accordingly, the Board has determined that appropriate steps should be taken to minimize the risk that Company management will depart prior to a Change in Control, thereby leaving the Company without adequate management personnel during such a critical period, and that appropriate steps also be taken to reinforce and encourage the continued attention and dedication of members of the Companys management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control. In particular, the Board believes it important, should the Company or its shareholders receive a proposal for transfer of control, that you be able to continue your management responsibilities without being influenced by the uncertainties of your own personal situation.
The Board recognizes that continuance of your position with the Company involves a substantial commitment to the Company in terms of your personal life and professional career and the possibility of foregoing present and future career opportunities, for which the Company receives substantial benefits. Therefore, to induce you to remain in the employ of the Company, this Amended and Restated Agreement, which has been approved by the Board, sets forth the benefits which the Company agrees will be provided to you in the event your employment with the Company is terminated in connection with a Change in Control under the circumstances described below.
The following terms will have the meaning set forth below unless the context clearly requires otherwise. Terms defined elsewhere in this Agreement will have the same meaning throughout this Agreement.
ARTICLE I.
DEFINITIONS
1. Affiliate means (i) any corporation at least a majority of whose outstanding securities ordinarily having the right to vote at elections of directors is owned directly or indirectly by the Company or (ii) any other form of business entity in which the Company, by virtue of a direct or indirect ownership interest, has the right to elect a majority of the members of such entitys governing body.
2. Agreement means this letter agreement as amended, extended or renewed from time to time in accordance with its terms.
3. Board means the board of directors of the Company duly qualified and acting at the time in question. On and after the date of a Change in Control, any duty of the Board in connection with this Agreement is nondelegable and any attempt by the Board to delegate any such duty is ineffective.
4. Cause means:
a. your gross misconduct;
b. your willful and continued failure to perform substantially your duties with the Company (other than any such failure (1) resulting from your Disability or incapacity due to bodily injury or physical or mental illness or (2) relating to changes in your duties or responsibilities as an executive officer of the Company as in effect immediately prior to a Change in Control which in your reasonable judgment, is an adverse change (other than, if applicable, any such change attributable to the fact that the Company is no longer publicly owned)) after a demand for substantial performance is delivered to you by the chair of the Board which specifically identifies the manner in which you have not substantially performed your duties and provides for a reasonable period of time within which you may take corrective actions; or
c. your conviction (including a plea of nolo contendere) of willfully engaging in illegal conduct constituting a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs your ability to perform substantially your duties for the Company.
An act or failure to act will be considered gross or willful for this purpose only if done, or omitted to be done, by you in bad faith and without reasonable belief that it was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Companys board of directors (or a committee thereof) or based upon the advice of counsel for the Company will be conclusively presumed to be done, or omitted to be done, by you in good faith and in the best interests of the Company. It is also expressly understood that your attention to matters not directly related to the business of the Company will not provide a basis for termination for Cause so long as the Board did not expressly disapprove in writing of your engagement in such activities either before or within a reasonable period of time after the Board knew or could reasonably have known that you engaged in those activities. Notwithstanding the foregoing, you may not be terminated for Cause unless and until there has been delivered to you a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the Board), finding that in the good faith opinion of the Board you were guilty of the conduct set forth above in clauses a., b. or c. of this definition and specifying the particulars thereof in detail.
166418
|
Vital Images
As referenced in this Change in Control Agreement [Amended and Restated]:
Vital Images, Inc. – CONTROL AGREEMENT
Effective
February 9, 2002
Mr. Jay D. MIller
3300 Fernbrook Lane North, Suite 200
Plymouth, Minnesota 55447
Dear Mr. Miller:
You are presently the Chief Executive Officer of Vital Images, Inc. , a Minnesota corporation (the Company). The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of
_____________
Vital Images, Inc. – to a specific provision of the Code includes a reference to such provision as it may be amended from time to time and to any successor provision.
7. Company means Vital Images, Inc. and/or any Affiliate.
8. Confidential Information means information which is proprietary to the Company or proprietary to others and entrusted to the Company, whether or not trade secrets.
_____________
VITAL IMAGES, INC. – agreement on the subject matter discussed above, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.
Sincerely,
VITAL IMAGES, INC.
By:
/s/ Douglas M. Pihl
Name: Douglas M. Pihl
Title: Chairman
Agreed to this 12th day of December 2002.
/s/ Jay D. Miller
Employee
12
_____________
dt 1330919
;
Vital Images
As referenced in this Change in Control Agreement [Amended and Restated]:
Vital Images, Inc. – CONTROL AGREEMENT
Effective
February 9, 2002
Mr. Jay D. MIller
3300 Fernbrook Lane North, Suite 200
Plymouth, Minnesota 55447
Dear Mr. Miller:
You are presently the Chief Executive Officer of Vital Images, Inc. , a Minnesota corporation (the Company). The Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of
_____________
Vital Images, Inc. – to a specific provision of the Code includes a reference to such provision as it may be amended from time to time and to any successor provision.
7. Company means Vital Images, Inc. and/or any Affiliate.
8. Confidential Information means information which is proprietary to the Company or proprietary to others and entrusted to the Company, whether or not trade secrets.
_____________
VITAL IMAGES, INC. – agreement on the subject matter discussed above, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject.
Sincerely,
VITAL IMAGES, INC.
By:
/s/ Douglas M. Pihl
Name: Douglas M. Pihl
Title: Chairman
Agreed to this 12th day of December 2002.
/s/ Jay D. Miller
Employee
12
_____________
dt 1548815
;
| Jay D. Miller
|
| Preview
Full Doc
| 2003 |
Change-in-Control Agreement
Change-in-Control Agreement (31K)
Doc #166445: Click preview link for longer preview.
Change-in-Control Agreement
THIS EXECUTIVE RETENTION AGREEMENT by and between Art Technology., a
Delaware corporation (the "Company"), and Ed Terino (the "Executive") is made as
of December 1, 2002 (the "Effective Date").
WHEREAS, the Company recognizes that, as is the case with many
publicly-held corporations, the possibility of a change in control of the
Company exists and that such possibility, and the uncertainty and questions
which it may raise among key personnel, may result in the departure or
distraction of key personnel to the detriment of the Company and its
stockholders, and
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that appropriate steps should be taken to reinforce and encourage the
continued employment and dedication of the Company's key personnel without
distraction from the possibility of a change in control of the Company and
related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the
Executive remaining in its employ, the Company agrees that the Executive shall
receive the severance benefits set forth in this Agreement in the event the
Executive's employment with the Company is terminated under the circumstances
described below subsequent to a Change in Control (as defined in Section 1.1).
Key Definitions.
As used herein, the following terms shall have the following respective
meanings:
"Change in Control" means an event or occurrence set forth in any one or
more of subsections (a) through (d) below (including an event or occurrence that
constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):
the acquisition by an 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")) (a "Person") of beneficial ownership of any capital stock
of the Company if, after such acquisition, such Person beneficially owns (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of
either (i) the then-outstanding shares of common stock of the Company (the
"Outstanding Company Common Stock") or (ii) the combined voting power of the
then-outstanding securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the following acquisitions
shall not constitute a Change in Control: (i) any acquisition directly from the
Company (excluding an acquisition pursuant to the exercise, conversion or
exchange of any security exercisable for, convertible into or exchangeable for
common stock or voting securities of the Company, unless the Person exercising,
converting or exchanging such security acquired such security directly from the
Company or an underwriter or
{PAGE}
agent of the Company), (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (iv)
any acquisition by any corporation pursuant to a transaction which complies with
clauses (i) and (ii) of subsection (c) of this Section 1.1; or
such time as the Continuing Directors (as defined below) do not constitute
a majority of the Board (or, if applicable, the Board of Directors of a
successor corporation to the Company), where the term "Continuing Director"
means at any date a member of the Board (i) who was a member of the Board on the
date of the execution of this Agreement or (ii) who was nominated or elected
subsequent to such date by at least a majority of the directors who were
Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended or endorsed by at least a majority of the
directors who were Continuing Directors at the time of such nomination or
election; provided, however, that there shall be excluded from this clause (ii)
any individual whose initial assumption of office occurred as a result of an
actual or threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents, by
or on behalf of a person other than the Board; or
the consummation of a merger, consolidation, reorganization,
recapitalization or statutory share exchange involving the Company or a sale or
other disposition of all or substantially all of the assets of the Company in
one or a series of transactions (a "Business Combination"), unless, immediately
following such Business Combination, each of the following two conditions is
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial owners of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then-outstanding
shares of common stock and the combined voting power of the then-outstanding
securities entitled to vote generally in the election of directors,
respectively, of the resulting or acquiring corporation in such Business
Combination (which shall include, without limitation, a corporation which as a
result of such transaction owns the Company or substantially all of the
Company's assets either directly or through one or more subsidiaries) (such
resulting or acquiring corporation is referred to herein as the "Acquiring
Corporation") in substantially the same proportions as their ownership,
immediately prior to such Business Combination, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, respectively; and (ii)
no Person (excluding the Acquiring Corporation or any employee benefit plan (or
related trust) maintained or sponsored by the Company or by the Acquiring
Corporation) beneficially owns, directly or indirectly, 30% or more of the then
outstanding shares of common stock of the Acquiring Corporation, or of the
combined voting power of the then-outstanding securities of such corporation
entitled to vote generally in the election of directors (except to the extent
that such ownership existed prior to the Business Combination); or approval by
the stockholders of the Company of a complete liquidation or dissolution of the
Company.
"Change in Control Date" means the first date during the Term (as defined
in Section 2) on which a Change in Control occurs. Anything in this Agreement to
the
166445
|
Art Technology
As referenced in this Change-in-Control Agreement:
Art Technology Group, Inc. – and the Executive.
[Remainder of page intentionally left blank.]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
Art Technology Group, Inc.
By:__________________________________
Title:_______________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 1460348
;
Art Technology
As referenced in this Change-in-Control Agreement:
Art Technology Group, Inc. – and the Executive.
[Remainder of page intentionally left blank.]
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first set forth above.
Art Technology Group, Inc.
By:__________________________________
Title:_______________________________
{/TEXT}
{/DOCUMENT}
_____________
dt 1323246
;
| Ed Terino
|
| Preview
Full Doc
| 2003 |
Management Change in Control Agreement
Management Change in Control Agreement (23K)
Doc #166568: Click preview link for longer preview.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Douglas Batt
(the "Employee").
WITNESSETH:
WHEREAS, Concord and the Employee desire to set forth certain terms and
conditions relating to benefits to be afforded to Employee upon the occurrence
of a Change in Control (as hereinafter defined) of Concord;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Severance and Option Acceleration. (a) During the Term (as
hereinafter defined), if within six (6) months of a Change in Control of
Concord, Concord (or any successor corporation) terminates (each, a "Termination
Event") the Employee's employment without Cause (as hereinafter defined) or the
Employee voluntarily terminates his/her employment for Good Reason (as
hereinafter defined), the Employee shall receive a single severance payment in
cash in an amount equal to six months' base annual salary (at the rate being
paid to him/her immediately prior to such termination) (the "Severance
Benefit"). The Employee shall not be entitled to continue to receive (i) any
other salary or bonus in the event of a termination for any reason or (ii) any
other employee benefits (other than those specified in the following sentence)
in the event of a termination for any reason. Notwithstanding the foregoing,
Concord shall continue to pay Concord's share of the Employee's health insurance
in accordance with Concord's general policies for a period of six months
following any Termination Event.
(b) "Good Reason" means the occurrence of one or more of the
following events during the Term and following a Change in Control:
(i) Without the Employee's express written
consent, Concord shall reduce the Employee's duties and
responsibilities from those assigned to the Employee
immediately prior to the Change in Control; or
(ii) Without the Employee's express written
consent, Concord shall require the Employee to have his/her
principal location of work changed to any location which is in
excess of 60 miles from the location thereof immediately prior
to the Change in Control; or
(iii) Without the Employee's express written
consent, Concord shall materially reduce the Employee's
benefits under existing benefit plans, unless there is a
concurrent reduction uniformly among all persons entitled to
such benefits.
(c) Effective upon the date immediately following any Change in
Control of Concord, the "Full Vest" date(s) set forth in each of the Employee's
then outstanding Notice of Option Grant shall be automatically accelerated by
twenty-four (24) months. Notwithstanding the foregoing, if within twenty-four
(24) months after a Change in Control there is a Termination Event, all of the
Employee's unvested options (but only such options as have been granted to the
Employee by Concord as of the date of the Change in Control or such options as
have been exchanged by the Employee for new options in any acquiring company at
the time of a Change in Control) shall automatically become fully vested as of
the date of such Termination Event.
(d) For purposes of this Agreement, a "Change in Control" shall
have occurred if at any time any of the following events shall occur:
166568
|
Concord
As referenced in this Management Change in Control Agreement:
CONCORD COMMUNICATIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.34
{SEQUENCE}3
{FILENAME}b45138ccexv10w34.txt
{DESCRIPTION}EX-10.34 MANAGEMENT CHANGE IN CONTROL (BATT)
{TEXT}
{PAGE}
EXHIBIT 10.34
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and
_____________
Concord Communications, Inc. – BATT)
{TEXT}
{PAGE}
EXHIBIT 10.34
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc. , a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Douglas Batt
(the "Employee").
WITNESSETH:
WHEREAS, Concord and the Employee desire to set forth certain terms and
conditions relating
_____________
Concord Communications, Inc. – All notices hereunder shall be in writing and shall
be delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the
_____________
Concord Communications, Inc. – or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the Employee, at the Employee's address set forth on the
signature page hereto.
12. Counterparts. This Agreement
_____________
CONCORD COMMUNICATIONS, INC. – than for Good Reason).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
CONCORD COMMUNICATIONS, INC.
By:/s/John A. Blaeser
-----------------------------------------------
Name: John A. Blaeser
Title: President and Chief Executive Officer
EMPLOYEE
/s/Douglas Batt
-------------------------------------------------
Name: Douglas Batt
Address: 34 Colonial Drive
Mansfield, MA 02048
_____________
dt 1468301
;
Concord
As referenced in this Management Change in Control Agreement:
CONCORD COMMUNICATIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.34
{SEQUENCE}3
{FILENAME}b45138ccexv10w34.txt
{DESCRIPTION}EX-10.34 MANAGEMENT CHANGE IN CONTROL (BATT)
{TEXT}
{PAGE}
EXHIBIT 10.34
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and
_____________
Concord Communications, Inc. – BATT)
{TEXT}
{PAGE}
EXHIBIT 10.34
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc. , a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Douglas Batt
(the "Employee").
WITNESSETH:
WHEREAS, Concord and the Employee desire to set forth certain terms and
conditions relating
_____________
Concord Communications, Inc. – All notices hereunder shall be in writing and shall
be delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the
_____________
Concord Communications, Inc. – or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the Employee, at the Employee's address set forth on the
signature page hereto.
12. Counterparts. This Agreement
_____________
CONCORD COMMUNICATIONS, INC. – than for Good Reason).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
CONCORD COMMUNICATIONS, INC.
By:/s/John A. Blaeser
-----------------------------------------------
Name: John A. Blaeser
Title: President and Chief Executive Officer
EMPLOYEE
/s/Douglas Batt
-------------------------------------------------
Name: Douglas Batt
Address: 34 Colonial Drive
Mansfield, MA 02048
_____________
dt 1468340
;
| Douglas Batt
|
| Preview
Full Doc
| 2003 |
Management Change in Control Agreement
Management Change in Control Agreement (23K)
Doc #166569: Click preview link for longer preview.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Daniel Sheahan
(the "Employee").
WITNESSETH:
WHEREAS, Concord and the Employee desire to set forth certain terms and
conditions relating to benefits to be afforded to Employee upon the occurrence
of a Change in Control (as hereinafter defined) of Concord;
NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:
1. Severance and Option Acceleration. (a) During the Term (as
hereinafter defined), if within six (6) months of a Change in Control of
Concord, Concord (or any successor corporation) terminates (each, a "Termination
Event") the Employee's employment without Cause (as hereinafter defined) or the
Employee voluntarily terminates his/her employment for Good Reason (as
hereinafter defined), the Employee shall receive a single severance payment in
cash in an amount equal to six months' base annual salary (at the rate being
paid to him/her immediately prior to such termination) (the "Severance
Benefit"). The Employee shall not be entitled to continue to receive (i) any
other salary or bonus in the event of a termination for any reason or (ii) any
other employee benefits (other than those specified in the following sentence)
in the event of a termination for any reason. Notwithstanding the foregoing,
Concord shall continue to pay Concord's share of the Employee's health insurance
in accordance with Concord's general policies for a period of six months
following any Termination Event.
(b) "Good Reason" means the occurrence of one or more of the
following events during the Term and following a Change in Control:
(i) Without the Employee's express written consent,
Concord shall reduce the Employee's duties and responsibilities from
those assigned to the Employee immediately prior to the Change in
Control; or
(ii) Without the Employee's express written consent,
Concord shall require the Employee to have his/her principal location
of work changed to any location which is in excess of 60 miles from the
location thereof immediately prior to the Change in Control; or
(iii) Without the Employee's express written consent,
Concord shall materially reduce the Employee's benefits under existing
benefit plans, unless there is a concurrent reduction uniformly among
all persons entitled to such benefits.
(c) Effective upon the date immediately following any Change in
Control of Concord, the "Full Vest" date(s) set forth in each of the Employee's
then outstanding Notice of Option Grant shall be automatically accelerated by
twenty-four (24) months. Notwithstanding the foregoing, if within twenty-four
(24) months after a Change in Control there is a Termination Event, all of the
Employee's unvested options (but only such options as have been granted to the
Employee by Concord as of the date of the Change in Control or such options as
have been exchanged by the Employee for new options in any acquiring company at
the time of a Change in Control) shall automatically become fully vested as of
the date of such Termination Event.
(d) For purposes of this Agreement, a "Change in Control" shall
have occurred if at any time any of the following events shall occur:
166569
|
Concord
As referenced in this Management Change in Control Agreement:
CONCORD COMMUNICATIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.35
{SEQUENCE}4
{FILENAME}b45138ccexv10w35.txt
{DESCRIPTION}EX-10.35 MANAGEMENT CHANGE IN CONTROL (SHEAHAN)
{TEXT}
{PAGE}
EXHIBIT 10.35
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and
_____________
Concord Communications, Inc. – SHEAHAN)
{TEXT}
{PAGE}
EXHIBIT 10.35
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc. , a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Daniel Sheahan
(the "Employee").
WITNESSETH:
WHEREAS, Concord and the Employee desire to set forth certain terms and
conditions relating
_____________
Concord Communications, Inc. – All notices hereunder shall be in writing and shall
be delivered in person or mailed by certified or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the
_____________
Concord Communications, Inc. – or registered mail, return receipt
requested, addressed as follows:
If to Concord, to: Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: John A. Blaeser
With a copy to:
Concord Communications, Inc.
600 Nickerson Road
Marlboro, MA 01752
Attention: General Counsel
If to the Employee, at the Employee's address set forth on the
signature page hereto.
12. Counterparts. This Agreement
_____________
CONCORD COMMUNICATIONS, INC. – than for Good Reason).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
4
{PAGE}
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
CONCORD COMMUNICATIONS, INC.
By:/s/John A. Blaeser
----------------------------------------------
Name: John A. Blaeser
Title: President and Chief
Executive Officer
EMPLOYEE
/s/Daniel Sheahan
----------------------------------------------
Name: Daniel Sheahan
Address:
5
{PAGE}
EMPLOYEE NONCOMPETITION AGREEMENT
In
_____________
dt 1468302
;
Concord
As referenced in this Management Change in Control Agreement:
CONCORD COMMUNICATIONS, INC. –
{DOCUMENT}
{TYPE}EX-10.35
{SEQUENCE}4
{FILENAME}b45138ccexv10w35.txt
{DESCRIPTION}EX-10.35 MANAGEMENT CHANGE IN CONTROL (SHEAHAN)
{TEXT}
{PAGE}
EXHIBIT 10.35
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc., a Massachusetts
corporation ("Concord"), and
_____________
Concord Communications, Inc. – SHEAHAN)
{TEXT}
{PAGE}
EXHIBIT 10.35
CONCORD COMMUNICATIONS, INC.
MANAGEMENT CHANGE IN CONTROL AGREEMENT
MANAGEMENT CHANGE IN CONTROL AGREEMENT entered into this 18th day of
November, 2002 by and among Concord Communications, Inc. , a Massachusetts
corporation ("Concord"), and the undersigned employee of Concord, Daniel Sheahan
(the "Employee").
W |