Thanks for the additional information and your specific inquiries.
You wrote:Question 1: Can the third party deny my continued employment if I do not sign their new contract with their new company name by the deadline that they assigned? (I have the distinct feeling that they will demand that I do).
Unless you have a written contract of employment with your employer, you are considered an employee-at-will. This means that there is likely little protection afforded you relating to unreasonable supervisors/bosses, as well as the typical workplace politics and drama which can be so troublesome.
In CA, employees are presumed to be "at will." At-will employees may be terminated for any reason—at any time, even a mistaken reason, they can have their hours or pay decreased and they can suffer a cut in their benefits, so long as it's not illegal or unlawfully discriminatory. Generally, employees who work under an employment contract can only be terminated for reasons specified in the contract. In your state, an employment relationship is at-will unless there is a defined duration for the employment contract or if the contract permits termination by the employer only under specified circumstances.
Unlawful discrimination would include an employer discriminating based upon a person’s Ethnicity, Color, Religion, National Origin, Gender or Disability.
So, yes, it is possible for the employer to let you go if you do not agree to sign the new agreement. However, with a name change for the company and a possible change in ownership, a new agreement is to be expected and unless it is significantly different from the original agreement you have, there may be little reason for concern.
Question 2: If my performance is now suffering, can they fire me and deny me unemployment benefits? I've been with the company 5 years. I even xmas cards from direct supervisor and creative director thanking me + mentioning that the success of their programs is due in part to my creativity + diligence.
As you can be let go for any reason---performance issued included---they can let you go. However, simply stating that your performance has dropped is not automatically considered good cause for termination. A lot will depend on the circumstances and you have a lot of facts to support the specific reasons for the apparent drop in performance. Those facts will work to your benefit by providing proof that your failures---to the extent that they exist---are cause not by your motivation or lack of skill or determination, but by the ever-changing dictates and policies of the employer. I believe that you would likely be granted unemployment from the EDD.Question 3: My reputation/references. Can they give bad references?
For a former employer to provide false information would be actionable as defamation, and with the litigious nature of so many folks in CA these days, most employers refuse to provide references of any kind aside from dates of employment an answering the simple question-- Are you eligible for rehire with the company. But legally, a company may provide a bad reference---but they must do so carefully so as not to generate a lawsuit by the disgruntled former employee.Question 4: Portfolio samples. Can they legally deny me access to acquiring samples of jobs that I've contributed to?
As I have no idea what you do I can't determine whether the work you are talking about is copyrighted by the company or may constitute trade secret or company property to which you have no right when you leave. I would suggest that so long as you do NOT use examples for future work, and only as an illustration of what you are capable of---and so long as it does not compromise the present employer in terms of trade secrets---then you are unlikely to get in trouble over possessing a few samples of your work.Question 5: If I sign the contract and they decide to fire me, does the fact that they are technically a new company, have any bearing on my ability to collect unemployment benefits and/or continued heath benefits (cobra coverage)? I find it odd that they are even changing their name.
As unemployment looks at the past 4 quarters of your employment and your benefits are based on all the employees you worked for in that time period---then change in company name/ownership will not effect your ability to get unemployment. When a company changes hands---so long as the employees and the functions of the business remain essentially the same, then COBRA would continue to apply to the new company as would the Family Medical Leave Act and other protections given workers in CA. The name change or new ownership is simply treated as a continuing operation. Now, it the company sold to a buyer that instituted changes from manufacturing airplane parts to th building of guitars---replaced 2/3 of the workers with new ones---then it would be seen as a new company for COBRA and FMLA purposes.
A name change can be made for many reasons and it need not signify anything in terms of a change in the company structure itself, but may be primarily a marketing strategy.
Also, keep in mind that CA law generally prohibits non-compete agreements---making them illegal. So if there is non-compete language in the agreement you are looking at, you may generally ignore it as unenforceable. What is enforceable is an agreement that you will not solicit employees after you leave, that you will not use proprietary information belonging to the company and that you will not divulge trade secrets. That is typical of these agreements and is enforceable.
I hope that you found my answer informative, that you are accepting of my efforts and that you will rate my efforts based on the knowledge I have provided to you.
I wish you the best in 2012.