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Title: |
Change of Control Agreement |
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Date: |
2007 |
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Preview shows 8KB of 52KB total |
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Price: |
$47 |
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ID: |
#2892045 |
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CHANGE OF CONTROL AGREEMENT
CHANGE OF CONTROL AGREEMENT by and between Hologic, Inc., a Delaware corporation (the Company), and Daniel J. Levangie (the Executive), dated as of May 20, 2007.
WHEREAS, the Executive has been retained to serve as President of Cyclone Surgical Products (CSP), which, as of the Effective Date, as defined below, will be a division of the Company; and
WHEREAS, pursuant to that certain Agreement and Plan of Merger by and among the Company, Noreaster Corp. and Cytyc Corporation (Cytyc) dated as of May 20, 2007 (the Merger Agreement), the stockholders of Cytyc will receive over 50% of the outstanding shares of the Company up on the Closing Date (as such term is defined in the Merger Agreement);
WHEREAS, the Executive, in his role as President of CSP, shall be important in developing and expanding the business and operations of the Company and possesses valuable knowledge and skills with respect to such business; and
WHEREAS, subject to and conditioned upon the consummation of the Merger (as such term is defined in the Merger Agreement), the Board of Directors of the Company (the Board), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, 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 Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executives full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations; and
WHEREAS, in the event that the Merger Agreement is terminated, then this Agreement shall become null and void ab initio and be of no further force and effect.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto, each intending to be legally bound, do hereby agree as follows:
1. Certain Definitions.
(a) The Effective Date shall be the first date during the Change of Control Period (as hereinafter defined) on which a Change of Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Executives 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 of employment (1) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control or (2) otherwise arose in connection with or in anticipation of the 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 of employment.
(b) The Change of Control Period is the period commencing on the date hereof and ending on the second anniversary of such date; 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 referred to as the Renewal Date), the Change of Control Period shall be automatically extended without any further action by the Company or the Executive so as to terminate three years from such Renewal Date; provided, however, that if the Company shall give notice in writing to the Executive, at least 60 days prior to the Renewal Date, stating that the Change of Control Period shall not be extended, then the Change of Control Period shall expire three years from the last effective Renewal Date.
2. Change of Control. For the purpose of this Agreement, a Change of Control shall mean:
(a) The acquisition by any one person, or more than one person acting as a group, of stock of the Company (the Company Stock) that, together with Company Stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the Company Stock; provided, however, that if any one person, or more than one person acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the Company Stock, the acquisition of additional Company Stock by the same person or persons shall be construed as not triggering a Change of Control; and provided further, however, that an increase in the percentage of Company Stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires its Company Stock in exchange for property shall be treated as an acquisition of Company Stock for purposes of this Section 2(a);
(b) The acquisition by any one person, or more than one person acting as a group, on a single date or during the 12-month period ending on the date of the most recent acquisition by such person or persons, ownership of Company Stock possessing 30% or more of the total voting power of the Company Stock; provided, however, that if any one person, or more than one person acting as a group, already has satisfied this requirement, the acquisition of additional Company Stock by the same person or persons shall be construed as not triggering a Change of Control; and provided further, however, that an increase in the percentage of Company Stock owned by any one person, or persons acting as a
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