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영문 고용 변경관리 계약서 Changein Control Employment Agreement에 대한 자료입니다.
본문내용
Change in Control Employment
Agreement
AAA INDUSTRIES Inc.
In Control Employment Agreement
THIS AMENDED AND RESTATED AGREEMENT is made between AAA INDUSTRIES Inc., an
_________(Placename) corporation(the "Company"), and _________(the
"Executive"), dated this _________ day of _________, _________.
1. Purpose.
The Company wishes to attract and retain well-qualified executive and key
personnel. The Company and the Executive wish to assure continuity of
management in the event of any actual or threatened Change in Control (as
defined in Section 3) of the Company. The Agreement is entered into to
accomplish these purposes and in consideration for the mutual covenants herein
contained.
2. Operation
of Agreement. The "effective date of this Agreement" shall be the
first date during the "Change in Control Period" (as defined below)
on which a Change in Control occurs. This Agreement shall terminate if the
Board of Directors of the Company (the "Board") determines that the
Executive is no longer a key executive who should be covered by this Agreement
and so notifies the Executive; provided, however, that such a determination
shall not be made, and if made shall have no effect, (i) within two years after
the Change of Control or (ii) during any period of time when the Company has
knowledge that any third person has taken steps reasonably calculated to effect
a Change of Control until, in the opinion of the Board, the third person has
abandoned or terminated his efforts to effect a Change in Control. Any decision
by the Board that the third person has abandoned or terminated his efforts to
effect a Change of Control shall be conclusive and binding on the Executive.
The "Change in Control Period" shall mean the period commencing on
the date hereof and ending on the second anniversary of the date hereof;
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 shall be hereinafter referred to as the "Renewal
Date"), unless previously terminated, the Change in Control Period shall
be automatically extended so as to terminate two years from such Renewal Date,
unless at least 60 days prior to the Renewal Date the Company shall give notice
to the Executive that the Change in Control Period shall not be so extended.
3. Change in
Control. For the purposes of this Agreement, a "Change in Control"
shall mean:
(a) The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
_________% or more of either (i) the then outstanding shares of common stock of
the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of Directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this
subsection (a), the following acquisitions shall not constitute a Change of
Control: (i) any acquisition directly from the Company, (ii) any acquisition by
the Company, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or main- tained by the Company or any corporation controlled
by the Company or (iv) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
of this Section 3; or
(b)
individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least
two-thirds of the Board; provided, however, that any individual becoming a
Director subsequent to the date hereof whose election, or nomination for
election by the Companys shareholders, was approved by a vote of at least
three- quarters of the Directors then comprising the Incumbent Board shall be