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Title: |
Change of Control Agreement |
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Entities: |
REMEC, Inc.; Remec Inc |
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Date: |
2003 |
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Size: |
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Price: |
$35 |
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ID: |
#166287 |
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CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the Agreement) is made and entered into effective as of October 21, 2002 (the Effective Date), by and between [NAME] (the Executive) and REMEC, Inc. (the Company). Certain capitalized terms used in this Agreement are defined in Section 1 below.
R E C I T A L S
A. It is expected that the Company from time to time will consider the possibility of a Change of Control. The Board of Directors of the Company (the Board) recognizes that such consideration can be a distraction to the Executive and can cause the Executive to consider alternative employment opportunities.
B. The Board believes that it is in the best interest of the Company and its shareholders to provide the Executive with an incentive to continue his employment and to maximize the value of the Company upon a Change of Control for the benefit of its shareholders.
C. In order to provide the Executive with enhanced financial security and sufficient encouragement to remain with the Company notwithstanding the possibility of a Change of Control, the Board believes that it is imperative to provide the Executive with certain severance benefits upon the Executives termination of the employment following a Change of Control.
AGREEMENT
In consideration of the mutual covenants herein contained and the continued employment of Executive by the Company, the parties agree as follows:
1. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:
(a) Cause. Cause shall mean: (i) any act of personal dishonesty taken by the Executive in connection with his responsibilities as an employee which is intended to result in substantial personal enrichment of the Executive, (ii) Executives conviction of a felony which the Board reasonably believes has had or will have a material detrimental effect on the Companys reputation or business, (iii) a willful act by the Executive which constitutes misconduct and is injurious to the Company, and (iv) continued willful violations by the Executive of the Executives obligations to the Company after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Companys belief that the Executive has not substantially performed his duties.
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