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Document Preview Change of Control Agreement |
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Title: |
Change of Control Agreement |
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Entities: |
RITA Medical Systems, Inc.; RITA Medical Systems Inc. |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 17KB total |
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Price: |
$37 |
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ID: |
#165065 |
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CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the Agreement) is made and entered into effective as of , 200 , by and between (the Employee) and RITA Medical Systems, Inc., a Delaware corporation (the Company).
RECITALS
A. It is understood that another company or other entity may from time to time consider the possibility of acquiring the Company or that a change in control may otherwise occur, with or without the approval of the Companys Board of Directors (the Board). The Board has identified the Employee, an officer of the Company, as a key employee whose continued employment with the Company is critical to the Companys future success and has determined that it is important to provide Employee with an incentive to continue his or her employment with the Company in the event that the Company consummates a Change of Control transaction. For purposes of this Agreement, this shall include Employees employment in a majority-owned subsidiary or other surviving entity of an acquiring Company.
B. To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by the Employee, to agree to the terms provided in this Agreement.
C. The Board believes that it is imperative to provide the Employee with certain benefits upon a Change of Control and, under certain circumstances, upon termination of the Employees employment in connection with a Change of Control, which benefits are intended to provide the Employee with financial security and provide sufficient income and encouragement to the Employee to remain with the Company notwithstanding the possibility of a Change of Control.
D. To accomplish the foregoing objectives, the Board of Directors has directed the Company, upon execution of this Agreement by the Employee, to agree to the terms provided in this Agreement.
E. Certain capitalized terms used in the Agreement are defined in Section 3 below.
In consideration of the mutual covenants contained in this Agreement, and in consideration of the continuing employment of Employee by the Company, the parties agree as follows:
1. At-Will Employment. The Company and the Employee acknowledge that the Employees employment is and shall continue to be at-will, as defined under applicable law. If the Employees employment terminates for any reason, including (without limitation) any termination prior to a Change of Control, the Employee shall not be entitled to any payments or benefits, other than as provided by this Agreement, or as may otherwise be available in
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