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Document Preview Change of Control Agreement |
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Title: |
Change of Control Agreement |
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Date: |
2005 |
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Preview shows 5KB of 39KB total |
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$41 |
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ID: |
#1083028 |
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Exhibit 10.1
FORM OF HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware corporation (the Company), and (the Employee), dated , 20 .
The Board of Directors of the Company (the Board), on the advice of its Organization and Compensation Committee, has determined that it is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of the Employee as of the Company, notwithstanding the possibility, threat, or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control, to encourage the 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
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