Preview | Change-in-Control Agreement | Roland E. Lefebvre; Millennium Cell Inc.

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Change-in-Control Agreement

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Title:

Change-in-Control Agreement

Entities:

Millennium Cell Inc.; Roland E. Lefebvre; Millennium Cell Inc.

Date:

2003

Size:

Preview shows 2KB of 19KB total

Price:

$33

ID:

#165336

► Employment ► Change in Control Agreements
► Technology ► Electronic Instruments & Controls

Start of Preview

{TEXT}

                              MILLENNIUM CELL INC.

                           CHANGE-IN-CONTROL AGREEMENT





     THIS CHANGE-IN-CONTROL AGREEMENT (this "Agreement"),  made and entered into

as of  April  10,  2003,  by  and  between  Millennium  Cell  Inc.,  a  Delaware

corporation (the "Company"), and Roland E. Lefebvre (the "Executive").



         WHEREAS, the Company considers it essential to its best interests to

foster the continued employment of key management personnel and recognizes the

distraction and disruption that the possibility of a Change in Control (as

defined in Section 1(f) below) may raise to the detriment of the Company and its

stockholders; and



         WHEREAS, the Company has determined to take appropriate steps to

reinforce and encourage the continued attention and dedication of key management

personnel to their assigned duties in the face of a possible Change in Control.



         NOW, THEREFORE, in consideration of the premises and the mutual

covenants contained herein, the Company and the Executive hereby agree as

follows:



        1. DEFINITIONS.



        (a) "Affiliate" shall mean any business entity controlling, controlled

by,or under common control with the Company.



        (b) "Base Salary" shall mean the annual salary of the Executive at the

time of termination of his employment.



        (c) "Beneficiary" shall mean (i) the person or persons named by the

Executive, by written notice to the Company, to receive any compensation or

benefit payable under this Agreement, or (ii) in the event of his death, if no

such person is named and survives the Executive, his estate.



        (d) "Board" shall mean the Board of Directors of the Company.



        (e) "Cause" shall mean any one of the following items (all as reasonably

determined by the Company)



              (i) a final judgment of conviction of the Executive for a

felony entered by a trial court regardless of whether the Executive appeals the

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